All Provisions of Name Change for Unlisted & Listed Company

The study of the name amended for the listed and unlisted firms beneath the Companies Act 2013.

The name amended involves the amendment in Memorandum of the firm. Thus the plan for the alteration of the memorandum needs to have complied. The applicable provision will be understood from this article, as well as the practical process to amend the name of the firm.

Latest Update

• MCA has issued the notification related to the new amendment rule 2021 33A for the allotment of a new name to the existing company. Read PDF

Applicable Name Change Provisions

• Section 13 and 4 of Chapter II- Establishment of the firm and Things Incidental Thereto
• Rule 8,9, 29 of the Firms (Incorporation) Rules, 2014

Important Compliance for Amendment of the Name

• Passing of the special resolution for the change of the memorandum (Section 4 and 13)
• Reservations of the latest name through filing RUN form by utilizing the web services SPICE+with the fees of Rs 1000 that must be as according to the prescribed name guidelines (Rule 8,9 of The Companies (Incorporation) Rules, 2014 )

Note:

Form INC-24 is not needed to be furnished if the name amended has been engaged in only the addition or cancellation of the word private ltd from the firm’s name (for the event of the firm conversion).

Mandatory Forms to be Furnished for Name Change

• RUN Form- For Name Reservation with Fees of Rs. 1000/-
• Form INC-24- Application for Central Government authorization for amendment of the Name (With fees depending on the kind of firm and share capital amount)
• Form MGT-14- Furnishing of Resolutions and Agreements with ROC (With fees depending on share capital)
• E-MOA: Amended MOA

Effects by Doing Amendment in the Name

• Instead of putting the old name, a new name is entered in the registrar of the firm.
• Issuance of certificate of incorporation in Form INC-25.

Limitation Upon Amendment of the Name to the Firms

• Who has not furnished the yearly returns or financial statements
• Who has not furnished or repay the matured deposits or debentures or interest thereon

Note:

Post furnishing of the mentioned furnishing, the name amended is permitted.

Complete Name Changing Process

• 1. Send notice at least seven days prior including the agenda, notes to the agenda to the directors for the conducting board meeting.
• 2. Pass BR asking the names for furnishing the RUN form and authorizing any director to furnish Form INC-24 and accepting EGM notice for conducting EGM.
• 3. File RUN form for name reservation utilizing Web service SPICE+

Documents Required for Forms

• Board resolution copy- Showing recommended new name for the firm
• Trademark owner approval (if the name prompts to the enrolled trademark or the trademark applied for the enrollment)

Note:

• Through the central registration centre, the above form can be approved or rejected as per the council.
• If the Form is been induced with the defect then it could be submitted again in 15 days.

4. Send at least 21 days prior notice for conducting the EGM for passing the special resolution

EGM could be administered at the notice for the permission of the majority of the members and who owns 95% of the share capital liable to the right to vote is opt-out.

5. File MGT-14 IN 30 days of passing the appropriate resolution.

Credentials Needed:

• Extract of minutes of shareholders meeting- EGM
• Copy of Shareholders resolution including Explanatory statement
• Notice of EGM
• Shorter notice Consent of shareholders (if meeting held at shorter notice)
• Board resolution copy
• Name reservation letter by ROC
• Altered MOA and AOA reflecting the change of name
• Attendance sheet of General Meeting

6. File form INC-24 with the needed credentials along with the fees in 30 days of passing the particular resolution.

Read Also: All About Name Change of Limited Company (Provisions & Procedure)

Credentials Needed:

• Extract of minutes of shareholders meeting- EGM
• Copy of Shareholders resolution including Explanatory statement
• Notice of EGM
• Attendance sheet of General Meeting
• Shorter notice Consent of shareholders (if meeting held at shorter notice)
• Board resolution copy
• Name reservation letter by ROC
• Altered MOA and AOA reflecting the change of name
• List of members/shareholders of the company along with the number of shares held by them
• Approval from Regulatory Authority/ Department (if any)

The cause for the rejection of the Form INC-24

Towards the rejection, there are numerous causes behind it and are mentioned below:

• Incomplete documents or not signed attachments
• The firm is limited to furnish forms as per the specified limit.
• The expiry of the name which is proposed.
• Uncleared justification towards the amendment of the name.

Other compliance for the listed entity beneath the listing laws

Below are the laws which are needed to have complied including the mentioned procurement.

Regulation 45 – Name Change of Listed Entity

The conditions to comply with the amendment of the name

Below are the following conditions which are to comply with the amendment of the name:

• The time duration for 1 year has been passed from the last amended name And
• At least 50% of the total revenue in the last 1 year has been accounted for through the latest activity recommended by the new name Or
• The invested amount for the latest activity or project is 50% at least of the assets of the listed entity.

Note:

If the listed entity has been amended its activities that are not shown in the name then it will amend its name in line with its activities-

As stated under the Companies Act, 2013 in 6 months from the amendment of the activities in compliance with the procurement

Meaning of Assets and Advances

(i) Assets Means: Sum of fixed assets, advances, works in Progress / Inventories, investments, trade receivables, cash & cash equivalents

(ii) Advances Includes: The specific amounts prolonged to the contractors and suppliers for the implementation of the project particularly to the latest activity shown in the amended name.