When incorporating a company, one very important decision is the name to be chosen for the company in consonance with the Companies Naming Rules, 2013, however with evolution of the company and subsequent divisions and expansions if the name of the Company requires to be changed it is possible through the consent of the shareholders, a special resolution to that effect and the approval of the MCA.
It is imperative to note here that change in a company's name does not affect the rights, liabilities, legal proceedings in court in any way. The name of a company is the face of the brand and it is very important that the consumers identify with the same. However, it is also the way through which a brand expresses and promotes itself and that the stakeholders and shareholders feel it be in line with the vision and mission of the company. These are the reasons why flexibility has been provided with the name of the company.
Step 1: The first and foremost step is to call a board meeting of the directors of the company for initiation of the process for change in name of the company. It is really important that the agenda of the Board Meeting is to change the name and also that sufficient notice is given to the Board of Directors to ensure their presence at the Meeting. This meeting initiates two other procedures-Company Name Availability and upon approval of that a special resolution for the same.
Step 2: The next step is to move an application with the Registrar along with the Board Resolution as per Form INC-1 to check the availability of the name and confirm the same. The name should be in accordance with Rule 8 of the Companies (Incorporation) Rules, 2014 and the application should be accompanied with the prescribed fees as per the Companies (Registration Offices and Fees) Rules, 2014. The approval of the Registrar on this application is valid for 60 days within which the name change has to be incorporated.
Step 3: Upon Approval of the Registrar on the proposed name, a Special Resolution Meeting needs to be contravened to ensure acceptance of the change by the Board. A notice, especially for the purpose of acceptance of the name change, has to be sent 21 days prior to be Board Meeting to ensure attendance of all the Board Members for the Special Resolution Meeting. The notice needs to carry detailed annexure for communicating to the Board Members the Name Change and the Impact on Business of the same to increase the efficacy of the Board Meeting.
This Board Meeting leads to the change in Memorandum In Association and Articles of Association.
Step 4: As per Section 13(6) the revised MOA are required to be filed with the Registrar of Companies. This requires Form MGT to be filed along with the Special Resolution within 30 days of such resolution as per the Companies Rules, 2014. Subsequent to this Form INC 24 needs to filed along with the requisite fees to obtain Central Government's Approval on the name change.
It is imperative to note here that the approval of name change by the Central Government is denied wherein the company demanding the name change has defaulted in filing its annual statements and returns or has defaulted on other financial instruments apropos Rule 29.
Step 5: Upon successful implementation of the procedure, a new Incorporation Certificate is granted and the name stands changed.
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