There may be various reasons to change the name of the company, but the 3 general reasons are as follows:

• Due to Conversion from Private Company to Public Company
• Due to Conversion from Public company to Private Company
• Due to change in entire name of the company i.e. from ABC to XYZ

For changing the name clause of the Company, it has to alter its Memorandum of Association (also referred to as “Memorandum /MOA”) of the Company. Amendment in MOA is regulated by Section 13 of Companies Act 2013 by passing special resolution and is applicable to all the companies.

How to change the name of the company

Step 1: Call for Board Meeting: As per section 173 and Secretarial Standard 1 issue notice of Board Meeting to all the directors at least 7 days in advance along with Agenda and Notes.

Step 2: Hold Board Meeting and pass resolution to apply for Name: As per section 173 and Secretarial Standard 1 the directors shall propose new names for the company and pass resolution to authorise any directors to make an application in RUN Form for name Approval

Step 3: Filing of RUN Form with ROC

File the RUN Form along with fees of Rs 1000/- to get the name approved. Also attach am extract of Board Resolution and NOC of trademark owner if any.

Step 4: Approval of RUN Form

Once the form is being approved now the entire process of name change starts.

Step 5: Notice for Extra Ordinary General Meeting

At least 21 days clear notice shall be given to all the stakeholders ( Directors, Members, Auditors, Creditors) of the company. However option for shorter notice is also available provided 95% of the paid up share capital holders approve the same. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

Step 6: Hold General Meeting as per Section 101 & Secretarial Standard 2

Check the Quorum of the meeting and leave of absence as per the act. Once the minimum quorum is met pass the special resolution as per section 114(2) for change in name in the Memorandum of Association (MOA) and Article of Association (AOA)

Step 7: File Form MGT 14 & Form INC 24: Once Special Resolution is passed in Extra Ordinary General Meeting file Form MGT 14 & Form INC 24 to ROC within 3o days.\

Step 8: New Certificate of Incorporation:

After completing Above Procedure ROC will issue a New Certificate of Incorporation

Forms to be filed for change in name of the company

1: Reserve Unique Name (RUN): Once approved is valid for a period of 20 days.

2: FORM MGT 14: File Form MGT 14 to ROC within 30 days from the date of passing of special resolution in Extra Ordinary General Meeting along with the following documents:

• Copy of Notice & Explanatory statement of Extra Ordinary General Meeting
• Copy of Extract of Special Resolution as approved in EGM.
• Printed copy of MOA & AOA with the proposed changes

3. Form INC 24: File INC 24 within 30 days from the approval of name in EGM by means of Special Resolution along with the following documents:

• Copy of Notice & Explanatory statement of Extra Ordinary General Meeting
• Copy of Extract of Special Resolution as approved in EGM.
• Printed copy of MOA & AOA with the proposed changes

• Resolutions of Board and EGM for change in name of the company

• BOARD RESOLUTION FOR RUNCERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE BOARD MEETING OF DIRECTOR OF THE (NAME OF THE COMPANY) (CIN: _______) HELD AT REGISTERED OFFICE OF THE COMPANY AT (REGISTERED OFFICE OF THE COMPANY) AT (TIME) AM ON ____(DAY) THE  ………… (DATE OF THE MEETING).

  CHANGE IN NAME OF THE COMPANY

  “RESOLVED THAT pursuant to the provisions of Section 4(4) of the Companies Act, 2013 read with rule 9 of the Companies (Incorporation) Rules, 2014 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, the consent of the board be and is hereby accorded to change the name of the company from (OLD NAME) to (NEW NAME) or such other name as may be approved by the Registrar.

  FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, (NAME OF DIRECTOR) (DIN: ____), Directors of the Company be and is hereby authorized, on behalf of the Company, to make an application to the MCA for ascertaining availability of proposed name and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.

  FOR (Name of the Company )

   

   

  _____________________

  Name of Director

  Director

  (DIN: _________)

   

  NOTICE OF EGM

  NOTICE is hereby given that an Extraordinary General Meeting of the Members of (NAME OF THE COMPANY) will be held on (DAY), the (DATE) at (REGISTERED OFFICE ADDRESS) at (TIME) to transact the following special business:-

  ITEM NO: 1-

  To consider, and, if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

  “RESOLVED THAT pursuant to provision of Section 13 (2) and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder, including any statutory modification(s) or re-enactment thereof, for the time being in force and subject to the approval of the Central Government and other necessary approvals, consents, permissions and sanctions, required, if any, in this regard from any appropriate authority and subject to such terms, conditions, amendments or modifications as may be required or suggested by statutory authorities, consent of the members be and is hereby given for changing the name of the company from (“OLD NAME”) to (“NEW NAME”) or any other name as may be approved by the statutory authorities, whether under the Companies Act, 2013 or any other rules, laws, acts, statutes or regulations as may be applicable to the Company.

  RESOLVED FURTHER THAT Name Clause being Clause I of the Memorandum of Association of the Company be substituted by the following clause and / or be altered as per the name approved by the statutory authorities:

  The Name of the Company is (“NEW NAME”)

  RESOLVED FURTHER THAT in terms of Section 14 of the Companies Act, 2013 and other applicable provisions of the Act, if any, the Articles of Association of the Company be altered by deleting the existing name of the Company wherever appearing and substituting it with the new name of the Company.

  RESOLVED FURTHER THAT the Board or any Committee thereof be and is hereby authorised to accept any other name approved by the relevant statutory authorities and seek approval for the change in the name of the Company accordingly without any further reference to the members for their approval.

  RESOLVED FURTHER THAT for the purpose of giving effect to this resolution Directors and / or Company Secretary of the Company be and are hereby severally authorised to file all the necessary Forms and / or Returns and make the application in such Forms to the Registrar of Companies and / or to Central Government and / or to Statutory Authorities for approval for the change of name as above and to do such other acts, things and deeds as may be necessary to give effect to this resolution.”

  By Order of the Board

  For (OLD NAME OF THE COMPANY)

  _______________

  (NAME OF DIRECTOR) (DIN)

  EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

  ITEM NO. 1

  In the interest of the company the Board of Directors of the Company in their meeting held on (Date of BM) decided to change the name of the Company from (OLD NAME) to (NEW NAME). Please note that the Registrar of Companies vide letter dated (APPROVAL DATE OF RUN) has confirmed the availability of the name (NEW NAME) The change of name of Company would result in alteration of Name Clause of its Memorandum of Association which requires approval of shareholder’s by way of a special resolution. The Articles of Association of the Company would also be consequently amended. The Board accordingly recommends passing the Special resolutions. None of the Directors or Key Managerial Personnel or their relative(s) is/are in any way concerned or interested, in passing of the above mentioned resolution.

  By Order of the Board

  For (OLD NAME OF THE COMPANY)

  _______________

  (NAME OF DIRECTOR) (DIN)