As per the provision of section 13 of the Companies Act 2013, a company has the authority to change its name by passing a special resolution in general meeting and receiving approval from the Central Government. Change of name is a significant alteration since Memorandum of Association and Articles of Association need to be altered.
Steps to change the name of the company
1). Passing board resolution
A board meeting shall be conducted for passing a resolution to change the name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the Company Secretary of the company to check name availability on the Ministry of Corporate Affairs(MCA) website, and calling Extraordinary General Meeting(EGM) for passing a special resolution.
2). Checking name availability
To check availability of the name, director or company secretary(CS) shall apply in Form INC-1 on the Ministry of Corporate Affairs(MCA). This process is the same as the process adopted at the time of initial name approval. Registrar of companies(RoC) will send a letter stating that the proposed name is available. This mustn’t be the final approval of the company name, it is just a confirmation from the RoC that the proposed name is available or not. The proposed name shouldn’t resemble the name of an existing company, and it shouldn’t include the word “state.” Other conditions existing at the time of initial name approval exist in this situation also.
3). Passing Special Resolution
After receiving the approval of MCA regarding the proposed name, the company should call for an extraordinary general meeting(EGM) and a special resolution will be passed for changing name and to amend the name clause in Memorandum of Association(MOA) and Articles of Association(AOA).
4). Applying to Registrar
A special resolution shall be filed with the Registrar of companies(RoC) within 30 days of passing the resolution and Form MGT-14 will also be filed which contains the details about the special resolution. Documents required to be submitted with Form MGT-14:
- Certified copy of Special Resolution
- Notice of Extraordinary general meeting(EGM)
- The explanatory statement to EGM
- Altered Memorandum of Association(MOA),
- Altered Articles of Association(AOA)
After filing Form MGT-14, the company is required to file FormINC-24 with the Registrar of companies(RoC) for taking approval of the central government(CG) for name change along with the prescribed fee. In Form, INC-24 contains the reasons for the name change, information regarding the number of members present at Extraordinary general meeting(EGM), number of members voting in favor/against the resolution, and their percentage of shareholding.
Form INC-24 is filed after MGT-14 is filed because Form INC-24 asks for SRN of MGT-14 filed with the Registrar of companies(RoC). SRN of Form INC-1 should be mentioned in FormINC-24. Along with INC-24, a copy of the minutes of Extraordinary General Meeting where the special resolution was passed, also required to be submitted.
5). Issuance of certificate of incorporation
If the Registrar of Companies(RoC) is satisfied with the documents provided by the company, it will issue a new certificate of incorporation.
6). Incorporating company name in MoA and AoA
After receiving a new certificate of incorporation from RoC, the new name must be incorporated in all the copies of MOA and AOA.