A Guide to Changing the Name of Your Private Limited Company Under the Companies Act, 2013

A Guide to Changing the Name of Your Private Limited Company Under the Companies Act, 2013

Prohibited under following circumstances:

Rule 29(1): Change of name shall not be allowed to a company which has defaulted in filing its annual returns or Financial Statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures

Rule 29(2): For the purposes of sub-section (3) of Section 13, an application shall be filed in Form INC-24 along with the fee for change in name of the company and a new certificate of incorporation in Form INC-25 shall be issued to the company consequent upon change of the name.

Approvals required:

• Board of Directors through passing of resolution at the meeting of Board of Directors or via circular resolution with requisite majority
• Application for RUN – Reserve Unique Name Service be made to Central Registration Centre, Ministry of Corporate Affairs Points to be considered- √ Proposed selected names should be unique and different and not similar to the existing company names or registered trademarks. √ You can apply for maximum two names as per your choice in the first time through RUN web service. If the names are not available, then you will get one chance to resubmit and apply freshly for another two names.
• The company on approval of unique name shall call Extraordinary General Meeting or through Postal Ballot or meeting through video conferencing as applicable to the company and process approval by passing of special resolution to approve alteration of Memorandum of Association.
• On processing of requisite approvals, the company shall file form MGT-14 (for filing of special resolution on alteration of Memorandum of Association) and INC-24 (Application to Registrar of Companies for approval of name under Memorandum of Association and issue of new Certificate of Incorporation) within a period of 30 days from the date of EGM.
  

Attachments to form MGT-14:

• Certified True Copies of the Special Resolutions along with explanatory statement
• Copy of the Notice of meeting send to members along with all the annexure.
• Altered Memorandum & Article of Association.
• Copy of Attendance Sheet of General Meeting.
• Shorter Notice Consent, if any.
  

Attachments to form INC-24:

• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
• Altered Memorandum & Article of Association.
• Minutes of General Meeting.
• Affidavit from Directors.
  

Note: The company on alteration of name shall effect such change as per Section 12 of Companies Act, 2013. (a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters in local language and English preferably being commonly used. (b) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; (c) updation of address in all other statutory offices, EPFO, ESI, Income Tax, GST and other valid registrations.