Procedure to change the name of a private limited company


Overview: In case you want to change the name of your private limited company, you need to look at the provisions of the Companies Act 2013, particularly section 13 thereof. Section 13 contains the requirements for changing the name. It prescribes the passing of a special resolution in  general board meeting of the company and the minutes of this meeting have to be submitted to the Ministry of Corporate Affairs (MCA) with the request for name change.

Purpose:

The purpose of this article is to serve as a general guide for understanding the procedure to change the name of a private limited company. The article should not be construed as any legal advice. The readers must seek the advice of professionals.

Areas of Application of Law: Companies Act 2013, Companies (Incorporation) Rules, 2014

Process:

Step 1: a board resolution has to be passed authorising (i) change in the name of the private limited company and (ii) a director or company secretary for making the application qua such change to the MCA.

Step 2: checking if the new name is available & also doing a trademark search: after submission of the application, the availability of the proposed name is to be checked. Companies Act 2013 needs to be followed at all times. In this case, guidelines given in Rule-8 of the Companies (Incorporation) Rules, 2014 should be followed.

Step 3: Approval of the name change: a letter is issued approving the name change

Step 4: After approval from MCA, an extraordinary general meeting must be called for passing a special resolution to change the name of the company to the new approved name. This change has also to be made in MOA and AOA.

Step 5: The Special resolution has to be passed changing the name of the company. Changes to MOA and AOA have to made and the new MOA and AOA have to be adopted in consonance with the Companies Act 2013. The Special resolution must contain these resolutions.

Step 6: Application for approval of name change.

After passing of the special resolution in the extraordinary general meeting, the company has to file the special resolution which has been passed with the Registrar of Company. This has to be done within 30 days from the date of passing of the resolution. The prescribed form has to be filed along with requisite fee. Approval from Central government is also to be sought by filing the prescribed form along with requisite fee and documents.

Step 7: New Certificate of incorporation.

After scrutinising all the documents and the application, a new certificate of incorporation is issued by the Registrar of Companies. The new name / change of name is effective from the date of such issue.

 Step 8: After the new certificate of incorporation is issued, the MOA and AOA are altered and the procedure is complete.

Documents required to be submitted: The following documents should be kept handy for submission at various stages:-Notice issued for EGM, explanatory statements, minutes of the EGM, certified true copies of special resolution, new MOA and AOA.

Punishment/Expected Relief: the name of the private limited company gets changed.

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