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Just like the name change of an Individual requires a formal procedure, in a similar way, the name change of a company is not as simple as it appears apparently. The Company has to undergo a formal procedure by modifying the memorandum of association and completing other related formalities also. Let’s follow below some of the difference between the listed and unlisted company.

Provisions of Companies Act 2013 followed in  Change of Name of Company

  • Section 4 and section 13 of Chapter II of The Companies Act 2013 i.e. Incorporation of Company and related matters
  • Rule 8,9, 29 of The Companies (Incorporation) Rules, 2014

Mandatory Compliances for Name Change

Step1: Special Resolution is required to be passed for Alteration/Modification of Memorandum of Association(As per Section 4 and 13 of the Companies Act 2013).

Step 2: Reservation of New name by filing Reserve Unique Name (RUN) form using Web service SPICE along with fees of Rs. 1,000/- which should be as per prescribed name guidelines – (Rule 8,9 of The Companies (Incorporation) Rules, 2014).

Step 3:  Approval of Central Government (Registrar of Companies) via Form INC-24 along with prescribed fees that depends on the type and amount of share capital of the company
[Rule 29 of The Companies (Incorporation) Rules, 2014]

Important Note: However, ‘FORM INC-24’ is not required/necessary if there is a conversion of a company and its name change involves only addition or deletion of the word ‘Private  Limited’.

Forms to be filled for the Name change

  • RUN Form: For the purpose of Name Reservation along with a fee of Rs 1000/-.
  • Form INC-24: Application for Central Government Approval for a name change. However, The Fees shall depend upon the type of company and amount of Share Capital
  • Form MGT-14: This form would also be required to be filled for filing of Resolutions and Agreements with ROC (Fees shall depend on the share capital)

Effect of Name Change

  • New Name in place of  Old Name shall be entered in the Registrar of the Companies.
  • New certificate of Incorporation shall be issued in Form INC-25

Restriction of Changing The Name

Following companies shall be restricted from making a change in their name

  • Which have not filed the financial statements or annual returns
  • Which have failed to pay or repay debentures or interest that has arisen thereon or matured deposits

However, after making the above filings, the name change is allowed.

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Procedure to be followed for Name Change

  1. Send at least 7 days notice along with agenda, notes of agenda to directors for conducting board meetings.
  2. Pass BR that would propose names for filing RUN form and authorizing any director to file Form INC-24 and approving EGM notice for conducting EGM.
  3. File RUN form for reserving of name using Web Services SPICE+

Documents required for RUN form

  • Copy of Board Resolution indicating a proposed new name for a company.
  • If in case, the name resembles any registered trademark, approval of the trademark owner is required.

Note:

  • The above-mentioned form can be approved or rejected by the Central Registration Centre.
  • If any flaw arises in the form, it can be resubmitted within 15 days
  1. At least 21 days clear notice for conducting EGM should be given for the purpose of passing a special resolution.
  2. It is necessary to file MGT-14 within 30 days of passing the special resolution

Documents required for MGT-14

  • Abstract of minutes of shareholders meeting- EGM
  • Copy of Shareholders resolution that should include Explanatory statement also
  • Notice of EGM
  • Consent of the shareholders (if meeting held at shorter notice)
  • Copy of Board resolution
  • Name reservation letter by ROC
  • Altered/Modified MOA and AOA reflecting the change of name
  • Attendance of General meeting
  • File INC-34 with required/necessary documents along with fees within 30 days of passing special resolution.

Documents that are required

  • Notice of EGM
  • Attendance of General meeting
  • Consent of shareholders (if meeting has been  held at shorter notice)
  • Altered/Modified MOA and AOA reflecting the change of name
  • Copy of the Shareholders resolution that also includes  Explanatory statement
  • Abstract of minutes of shareholders meeting- EGM
  • Copy of Board resolution
  • Name reservation letter by ROC
  • List of members/shareholders of the company and  the number of shares held by them
  • Shorter notice consent of shareholders (if meeting held at shorter notice)
  • Approval from Regulatory Authority/ Department

Grounds  for rejection of Form INC-24

The following grounds can be reasons for rejection-

  • Expiry of name that is proposed
  • Incomplete or Unsigned attachments
  • Company has been  restricted to file form due to aforesaid restriction
  • If reasons for Name change are not properly justified

Additional Compliances for Listed Entity under Listing Regulations

The below-mentioned rules/regulations are essential to be complied with along with the aforesaid provisions.

Regulation 45- Name change of listed entity

Compliance with stock exchange Time Limit
It is essential/necessary to back down/submit a certificate that has been  issued by a chartered accountant that is stating compliance with specified conditions of name change Approval/Permission  has to be taken from the stock exchange before filing the request for change of name with the Registrar of Companies according to provisions of the Companies Act, 2013 and its rules

Conditions to comply for a name change

Following formalities  are required to be obeyed/complied with for change of name

  1. From the exact date of the previous name change, a time span of at least 1 year must have lapsed.
  2. At least 50%  of the total revenue that has been earned  in the preceding year must have been accounted for by the new activity that is advised/suggested by the new name
    Or
  3. Amount invested in the new project/activity should be  at least 50% of the total value of assets of the listed and unlisted company

SAG RTA, the best Registrar and Share Transfer Agent that provides the most affordable RTA Services for clients and investors such as appointment schemes for companies & professionals, RTA forms, frequently asked questions, media coverage.

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