Change of Name of Company- Create New Identity...Beyond the Customs & Crowd!!!
Change
of Name of Company
Create
New Identity... Beyond the Customs & Crowd !!!
INTRODUCTION
Name of a Company is the
identity by which it is known to the world. In this fast moving and competitive
world, where the trend changes in every second, it is difficult for a business
to survive and stand with the age old traditional names and brands. Companies change
its name, brand name as per the latest trend and taste of its consumer and
audience in order to maintain their stake and control in the market. Before we proceed
towards the procedure, we need to look after the reason behind change of Company
name.
The reason for Company name change or for adopting new company name can
be as follows:
- Marketing Strategy or Marketing Plan: Sometime traditional Company name are out of trend. To attract more young and demanding consumers and give competition to the upcoming product, Change of Company name idea may be prove very fruitful for the business expansion.
- Change of Management: In case of change of management of the Company, the new management may decide to carry on the business with a new creative business name ideas. With mutual consent of the management, the company may pursue to register company name as per their strategy.
- To align with the objects of the Company: The Company may pursue other objects and which may not resemble its existing name. This could also be the reason for change of name and search for new company name.
- To create new brand name: To create new brand names with the same product, the Board may decide to change the name of the Company and look for firm names suggestions.
To change Company name, a
proper legal procedure for change of name under new Companies Act, 2013 and the
rules and amendment made thereunder is to be followed. However, the practical
aspects differ from the theoretical knowledge, hence light is to be also thrown
on practical aspect. And the Company has a lot of compliance for change of
name. Here we can categories the process of change of name into three classes:
- Legal Process
- Practical process till change of name
- Post name change process
LEGAL
PROCEDURE
Section 13 and 14 of the
Companies Act, 2013 deals with alteration of Memorandum of Articles (MOA) and Articles
of Association (AOA). Change of name of the company will result in alteration of
MOA and AOA. Being charter documents, alteration of MOA and AOA of the company can
only be made by passing special resolution (i.e. approval with more than 75%
vote in favour of the resolution) in General Meeting. But before calling a
General meeting, the Board needs to ensure that the precious time of the
shareholder and cost involved in the meeting is not wasted. Therefore, the
Board shall conduct a meeting to file name application with the Central
Registration Centre (CRC) for approval. Once the name is approved, the General
meeting will be called for alteration of name clause.
A company shall, in
relation to any alteration of its memorandum of association, file with the
Registrar:
- the special resolution passed by the company in e-Form MGT-14 and
- the approval of the Central Government in e-Form INC-24
Within 30 days of passing
Special Resolution, under Companies Act 2013. A new Certificate of Incorporation
(COI) in Form INC-25 shall be issued to the company consequent upon change of
name.
However, the following
Companies are not allowed to file application for change of name:
a)
which
defaulted in filing it Annual Returns or Financial Statements or any document
due for filing with the Registrar or
b)
which
has defaulted in repayment of matured deposits or debentures or interest on
deposits or debentures.
PRACTICAL
PROCESS FOR CHANGE OF NAME OF COMPANY
1. Convene Board Meeting: The Board Meeting shall be
convened to finalise unique company names list which is to be file for
approval. Maximum 2 names can be filed at a time through RUN portal for
adopting new business name. The Board meeting is to be convened as per
Secretarial Standards. Notice and agenda to be circulated at least 7 days
before the meeting. However, in case the period of intimation is less than 7
days, approval for shorter notice is to be obtained.
2.
Get the proposed name be
approved through RUN:
Login to MCA site. File Run form with the following details:
- CIN of the existing Company,
-
the
Comment for name change
- attach
Board Resolution and any other letter/document as 1 single file of size not
exceeding 6mb and
- Make
the payment.
3.
Convene Board Meeting: After getting approval from
the concern ministry i.e. Central Registration Centre under the Ministry of
Corporate Affairs, the Board of Director of the Company would be require to
issue notice to call an Extra Ordinary General Meeting by giving at least 21
clear days notice. Further, General Meeting is called under a shorter notice, then
obtain shorter consent from not less than 95% of shareholder of total paid up
capital. Further the name approved by the MCA shall be reserved for the period
of 60 days.
4. Convene the General Meeting:
Convene
General meeting as per provision of Secretarial Standard. Take necessary approval
from Members by passing Special Resolution.
5.
File e-Form MGT-14: Form is to be filled with
the following documents as attachments:
- Certified
true Copy of the Special resolution passed for change of name of the company at
the EGM along with Explanatory statement,
-
Revised
MOA with altered name clause
-
Revised
AOA with altered name clause and
-
Any
other document such as approval/ NOC, if any.
6.
File E-Form INC-24: Attach minutes of the General
Meeting and any other necessary document, if required in the form. Only SRN of
MGT-14 is required. Do not wait for approval of MGT-14.
7.
Once
INC-24 is approved, new COI will be issued.
POST NAME CHANGE
1.
File
PAN change application for change of name on PAN. Only name will be updated on
card, no change in PAN of the applicant.
2.
File
TAN Change application for change of name on TAN Number.
3. File
documents for change of name with updated PAN, Certificate of Incorporation and
other KYC documents with relevant banks and other authorities as may be
required to update the name of the Company.
The procedure to
change name of Company is very simple and easy only if
all the documents filled are correct, legible and prepared in accordance with
law. Therefore, it is of utmost important to follow the procedure step by step
to avoid hassle. For more information and clarification stay connected with us
at complianceship@gmail.com
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