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CHANGE IN NAME OF THE COMPANY
A company's name is considered as identity of the company (Public or Private), which may be changed with the approval of members in the general meeting. According to section 21 of the Companies Act, 1956, a special resolution is required to be passed at the general meeting along with the approval of the Central Government (Powers have been delegated to the Registrar of Companies).
Steps involved for change in the name of a company
Please find below the procedure for altering name clause of Memorandum and Articles of Association of the company:
Board meeting for deciding the agenda for change in name
The Board of directors of a company should first consider the need and reason for changing name of the company. Change of name for an existing company may be due to:
(a) the new name is corresponding to a new business which it has proposed to undertake;
(b) a company, which has been carrying on its business for a long time and has established a standing in the market, may decide to shorten its name and may like to be known by its abbreviated name as for example "LIC Ltd." in place of Life Insurance Corporation of India Ltd., etc.
Seeking name availability for proposed new name from the ROC
An application in e-Form 1A is required to be made along with necessary filing fee of Rs. 500 to the ROC for getting confirmation regarding availability of the proposed new name. The Registrar shall intimate the applicants about the status of availability of name.
Approval of members in general meeting
After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member's approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.
Registration of Special Resolution with ROC through form-23 (Section-192)
As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through form-23 within 30 days of general meeting.
Filing of form-1B with ROC u/s 21
In accordance with section 21 an application in form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.
Some important points to be observed for quick ROC approval are:
(a) company should furnish sufficient reasons for change in name;
(b) proposed name should not be undesirable as per the Govt. guidelines;
(c) for the application of abbreviated name, the company is well established and has a reputation in the market. On being satisfied the Registrar shall accord his approval for the change in name and shall issue a certificate of such effect.
Continuation of all legal proceedings by or against the company with the new name
As per section 23 change of name in the company shall not affect any rights or obligations of the company. Any legal proceedings, which might have commenced in the former name, shall be continued with the new name.
Change of name by Non-Banking Financial Company for name change
As per RBI guidelines, the NBF Companies are required to collect approval of RBI for change in their names. Therefore, the ROC shall require the "No Objection Letter" from the RBI before confirming name availability.
Such companies are required to submit an application to the RBI at their Regional Office, where the registered office of the company is situated. Annexure to be filed with application are:
1. Reason for change in name
2. Copy of the Board resolution
3. Auditors' certificate for non-acceptance of public deposit
4. Future business plans of the company.
After collecting "No Objection Letter" from the RBI, the same is required to be submitted to the ROC, in order to allow ROC to decide availability of name.
Rectification of name of an existing company(Section-22)
In case if the name of a company on its registration or on registration with changed name, it has come to the knowledge of the company or if in the opinion of the Central Government the name of the company is identical or closely resembles the name of a company which is already in existence, such company on the knowledge of the facts itself or by the Central Government, may be asked by the Central Government to change the name within 12 months of incorporation or change in the name of the company as the case may be.
Procedure for rectification of name is as follows:---
(a) Apply to the ROC in Form 1A for name availability along with fee of Rs. 500;
(b) Hold a board meeting and collect the approval of board by passing a board resolution to change the name.
(c) Also fix the date and time for a general meeting and adopt the notice to be sent to the members.
(d) after getting the member's approval through an ordinary resolution, apply to the Regional Director in e-Form 24A, (to whom power is delegated under section 22), for obtaining approval for the change in name.
(e) After receiving the approval from the Regional Director, apply to the Registrar for issuance of a fresh certificate of incorporation.
1. Specimens of Special Resolutions for change in the name of the company
"RESOLVED THAT pursuant to the provisions of section 21 and other applicable provisions of the Companies Act, 1956 if any, and subject to the availability of name and the approval of the Registrar of Companies the name of the company be changed from ABC PRIVATE LIMITED to XYZ PRIVATE LIMITED and the Name of ABC Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name 'XYZ Private Limited' in due course."
2. Specimen of special resolution for amendment in Clause No. I of MOA regarding change in name.
"RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
'The Name of the company is XYZ PRIVATE LIMITED'
3. Specimen of special resolution for amendment in Clause No. ____ of AOA regarding change in name
RESOLVED THAT Clause _____ of the Articles of Association of the company be substituted by the following:
"The Company" means XYZ PRIVATE LIMITED
4. Specimen of General Meeting Resolution for rectification of name of the Company u/s 22
"RESOLVED THAT pursuant to the directions of the Central Government (powers delegated to the Regional Director) and in accordance with section 22 of the Companies Act, 1956, the name of the Company be and is hereby changed from ............ LIMITED to ......... LIMITED and that consequential amendment be made to the Memorandum of Articles of Association of the company.
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Private Limited Company Registration in Pune?
Establish Your Business with Expert Private Limited Company Registration Services in PunePrivate Limited Company Registration in Pune📢 Ready to take your business to the next level? Consider Private Limited Company Registration in Pune ! 🚀 Enjoy limited liability, tax benefits, and a strong corporate identity. Let's make your business dreams a reality! 💼🌟 Step-by-Step Procedure for Private Limited Company Registration in Pune:Digital Signature Certificate (DSC): Obtain a DSC for all proposed directors and shareholders.Director Identification Number (DIN): If they don't have one already, apply for DIN for directors.Name Reservation: Check and reserve a unique company name.MOA and AOA: Draft the Memorandum of Association (MOA) and Articles of Association (AOA).Company Incorporation: Apply for company incorporation with the Registrar of Companies (ROC).PAN and TAN: Apply for the company's Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).Bank Account: Open a bank account in the company's name.GST Registration: Register for Goods and Services Tax (GST) if applicable.Compliance: Ensure compliance with labour laws and other applicable regulations.Commence Business: You can commence your business operations after receiving the Certificate of Incorporation.Documents Required for Private Limited Company Registration in Pune:Passport-sized photos of directors and shareholders.Address proof (Aadhar card, passport, utility bill, etc.) of directors and shareholders.PAN card copies of directors and shareholders.Explanation of the registered office address.Memorandum of Association (MOA) and Articles of Association (AOA).Director Identification Number (DIN) of directors.Digital Signature Certificates (DSC) of Directors.Name approval certificate.You must provide a notarized rental agreement if you rent the office.Consent letters from directors.Board resolutions.Declarations and affidavits.Benefits of Private Limited Company Registration in Pune:Limited Liability: Shareholders' liability is limited to their investment.Separate Legal Entity: The company has its legal identity individual from its owners.Fundraising: Easier access to funding from investors and banks.Perpetual Succession: The company continues to exist regardless of changes in ownership.Brand Protection: Protects your brand name and logo.Ownership Transfer: Easy transfer of shares and ownership.Tax Benefits: Enjoy tax advantages and incentives.Credibility: Enhances credibility and trust among customers and partners.What factors are most important when registering a Private Limited Company in Pune?Cost-effectivenessLegal compliance and documentationRegistration time framePost-registration support and complianceReputation of the registration service provider Latest 15 Questions and Answers for Private Limited Company Registration in Pune:How long does it take to register a private limited company in Pune?Typically, it takes 15-20 days to complete the registration process in Pune.What is the minimum capital requirement for a private limited company in Pune?There is no minimum capital requirement.Can foreign nationals be directors or shareholders in a Pune-based private limited company?Yes, foreign nationals can be directors and shareholders.Is it mandatory to have a physical office in Pune for company registration?Yes, a registered office in Pune is required.What is the cost of private limited company registration in Pune?The price varies based on several factors. It typically ranges from INR 20,000 to INR 40,000.Can a private limited company be converted into another business structure?If you meet the conditions, you can convert it into an LLP or another format.Are there any annual compliance requirements for private limited companies in Pune?Yes, yearly compliance requirements include filing annual returns and financial statements.Can a single person start a private limited company in Pune?No, a minimum of two members is required.What is the process for obtaining a DIN for directors in Pune?The DIN can be obtained online by filing Form DIR-3.Is there a requirement for a minimum number of directors in Pune-based private limited companies?A minimum of two directors is required.Can I change the registered office address of my company in Pune?You can change the registered office address after following the prescribed procedures.Do I need a company secretary for a private limited company in Pune?While it's not mandatory, having a company secretary is advisable for better compliance.What are the compliance requirements for income tax for a private limited company in Pune?The company must file income tax returns and comply with TDS requirements.Can I register a private limited company with foreign shareholders and directors in Pune?Yes, foreign shareholders and directors are allowed.
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Private Limited Company Registration in Coimbatore?
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Public limited company would change to a franchise?
A public limited company might want to change to a franchise business because they want to invest in more money and gain more profits.
Why a partnership might decide to change to a private limited company?
limited liabilitystock exchangeability of raising more capital though issuing of sharesbusiness will be taxed lowly as it will be connected to the Governmentbusiness gets cheap finance from Government Banks for e.g in Zimbabwe there is (RB Z) Reserve Bank of Zimbabwe
Why would a public limited company change to a franchise?
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Why would the cooperative change to a public limited company?
In the public limited company the chances of expansion is better and easier. They can go to public and invite stock and expand their capital As the transparency is good in a public limited company they get access to buying supplies and machinery on credit and easy terms.
How can I change the name on a building owned by a limited company?
That would be a matter for the Board of Directors to determine.
