Section 13 of the Companies Act 2013, states that the company name change is only possible where a special resolution has been passed and required permission of the Central Government has been availed. Company name change seeks a subtle legal procedure and considerable alteration in charter documents such as AOA and MOA.
Step by Step process of company name change
The step-by-step process of the company name change for the private limited company is briefed below:
Passing board resolution
A board meeting ought to be called for passing a resolution for the company name change. During such a meeting, the Board of Directors (BODs) will discuss and authenticate the matter and appoint a Company Secretary and Director to determine name availability with the Ministry of Corporate Affairs[1], and calling EGM for passing a special resolution.
File RUN Application
Once the BODs give their approval to the company name change, a request regarding new name reservation is made to the ROC under RUN (aka Reserve Unique Name) facility. While filing RUN application, make sure to attach the copy of board resolution along with and NOC from the Trademark Owner (if applicable). The proposed name must be unique and different from the existing company name.
Passing Special Resolution
Upon receiving MCA’s approval for the company name change, the company must call for an EGM i.e. extraordinary general meeting. The member attending the meeting shall pass the special resolution for the matter such as company name change and modification in AOA and MOA.
Applying to Registrar
A special resolution shall be filed with the Registrar of Company within 30 days of passing the resolution. In addition to this, Form MGT-14 shall be filed which entails the detail regarding the special resolution. Given documents are annexed with MGT-14:
- Certified copy related to Special Resolution,
- EGM notice
- The explanatory statement to EGM,
- Modified MOA
- Altered Articles of Association (AOA)
After filing the MGT-14, the company should file INC-24 with the Registrar of Company for availing permission of the central government for a name change. Keep in mind that the filing of such a form seeks the submission of prescribed fees.
The filing of INC-24 is done after the MGT-14’s filing since the former specifically seeks SRN of MGT-14 filed with RoC. Do not forget to mention the SRN of INC-1 in INC-24. While filing INC-24, make sure to submit a copy of the minutes of the Extra-Ordinary General Meeting.
Furthermore, you will also require adding the reasons in the INC-24 form for the company name change along with;
- The detail of members who were in the EGM
- Detail regarding the no. of members who cast their vote in favor and against the resolution
- Percentage of shareholding
Issuance of incorporation certification
If the RoC is satisfied with the documentation part, it will grant the new incorporation certificate to the applicant.
The company name change process remains incomplete until the incorporation certificate is bestowed by the RoC.
Making Apt Changes in MoA and AoA
After securing the incorporation certificate from RoC, the new company must find its way to the company’s charter documents, i.e. AOA and MOA. The changes in these documents should be done aptly and thoroughly.
Read our article:Rectification of the Company’s Name: Step by Step Process
Documents Required For Company Name Change
There are two sets of mandatory documentation to apply for a company name change. The documents in the first set are readily available, while the other set of documents are the drafts prepared for the company name change. After signing these documents, the same is annexed to the respective RoC form such as MGT-14 and INC-24, RUN.
Type of documents to be attached with the application form
- Current Incorporation Certificate
- MOA and AOA printed in the word format
- List of existing Directors & Shareholders
- Proposed Name(s) listed in the order of preference.
- Digital Signature Certificate of the authorized director
- Letterheads & rubber stamp of director
Type of Documents to be annexed with RoC Form
- RUN Form
- Board Resolution copy.
- Written Approval from the owner of Trademark (If applicable)
- MGT-14 & INC-24
- EGM Notice accompanied with Explanatory Statement
- EGM Resolution copies (certified)
- Altered MOA & AOA
- EGM’s Attendance Sheet
- Sale Deed/ Rent agreement, and
- Electricity Bill ( for the last two months)
Fees Related to the Company Name Change
ROC Fee
- RUN Form: INR 1000/- per application
- MGT-14: INR 300 to Rs 600 depending on the company’s capital
- INC-24: Rs 1,000 to Rs 20,000 depending on Company structure and capital
|
Fee-related to the Filing of MGT-14 |
|||
|
No |
Authorised Capital |
ROC Fee Payable |
|
|
1 |
Less than INR 1,00,000/- |
INR 200/- |
|
|
2 |
INR 1,00,000/- to 4,99,999/- |
INR 300/- |
|
|
3 |
INR 5,00,000/- to 24,99,999/- |
INR 400/- |
|
|
4 |
INR 25,00,000/- to 99,99,999/- |
INR 500/- |
|
|
5 |
100,00,000 or More |
INR 600/- |
|
|
Fee-related to the Filing of INC-24 |
|||
|
No |
Authorised Capital |
OPC & Small Companies |
Other than OPC & Small Company |
|
1 |
Upto Rs 25,00,000/- |
INR 1,000/- |
INR 2,000/- |
|
2 |
INR 25,00,001 to Rs 50,00,000/- |
INR 2,500/- |
INR 5,000/- |
|
3 |
Above INR 50 Lakh to 5 Crores |
– |
INR 10,000/- |
|
4 |
Above INR 5 Crores to 10 Crores |
– |
INR 15,000/- |
|
5 |
Above Rs 10 Crores |
– |
INR 20,000/- |
Conclusion
Ensuring company name change does not change the obligations and duties of the stakeholders in any aspect. A company name change is a deliberate legal process that seeks a cautious approach. Therefore, one has to be watchful while arranging the document for the same.
Read our article:Change in the Name of the Company: Step by Step Procedure
