SUMMARY OF PROCEDURE:
Ø Board Meeting
Ø RUN Application
Ø Extra Ordinary General Meeting
Ø File MGT-14
Ø File INC-24
THE FOLLOWING PROCEDURE IS TO BE FOLLOWED FOR “CHANGE IN NAME OF THE COMPANY”
A. Convene a Meeting of Board of Directors [As per section 173 and Secretarial Standard (SS-1)]
i Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business and consent of Directors to be recorded in the minutes.
ii Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
iii Hold a meeting of Board of Directors of the Company to decide the proposed new names for the Company subject to approval of the Shareholders and approval of Central govt required if any.
i Pass Board Resolution by selecting the most appropriate name as the case may be.
ii To Authorize the Directors of Company to make Application with ROC for Name approval and to prepare a new set of amended Memorandum and Articles of Association of the Company.
iii To fix the day, date, time and venue of the General Meeting and to approve the draft notice convening the General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013 and authorize the Director or Company Secretary to sign and issue notice of General Meeting.
iv Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments.
B. File e-form- RUN (“Reserve Unique Name”) with ROC with the below mentioned attachments
i Copy of Board Resolution
ii If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999, No Objection Certificate of Owner of Trade Mark or the applicant of such application.
Note: Form No. RUN Company shall be processed in Non-STP mode
ROC shall grant Name approval Certificate subject to certain timelines. If there is an objection by the ROC in the applied name, then one more chance of resubmission shall be granted for filing that RUN form.
C. Convene Extra Ordinary General Meeting/ Annual General Meeting [Section 96 and 100 and Secretarial Standard-2 (SS-2)]
i Notice of General Meeting shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means or a Shorter Notice can be issued with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting in accordance with Section 101.
ii Notice of General meeting shall contain the explanatory statement.
iii Notice will be sent to all the Directors, Members and Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
iv Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
v Hold the General Meeting on fixed day and check the Quorum and check whether auditor is present, if not. After Leave of absence Pass following Special Resolution:
a. for changing the Name of the Company, subject to the approval of Central Government.
b. for alteration in the Name Clause of the Memorandum of Association.
c. for alteration in Articles of Association of the Company.
d. Prepare the minutes of General Meeting, get them signed and compile accordingly.
D. Filing of relevant e-forms
a. MGT-14 >> Pursuant to Section 117(1) of Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014.
A copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee. These resolutions and/or agreements are to be filed within 30 days after resolutions being passed at the meeting of the Board/Shareholders of the company or of the making of the agreement. The particulars of such resolutions or / and agreement are to be filed through this webform MGT-14. With following details
1 Date of dispatch of notice
2 Date of passing resolution
3 Resolution no
4 Purpose of Registration
5 In case of change of name due to change in industrial activity then provide industry sub-class and Main Sub-class of industrial activity of the company.
6 SRN of RUN
7 Attach Copy(s) of resolution(s) along with copy of explanatory statement under section 102 OR Copy of Agreement as the case may be.
8 E-MoA as linked form
9 E-AoA as linked form
Note: For Change of name, this webform shall be processed in STP mode and shall be taken on record through electronic mode without any further processing. Ensure that all particulars in the webform are correct. There is no provision for resubmission of this webform.
b. INC-24 >> Pursuant to Section 13(2) of the Companies Act, 2013 read with Rule 29 (2) and 33A of the Companies (Incorporation) rules, 2014
An existing company seeking for change of name shall apply to Central Government (RoC) by filing an application in webform ‘INC-24’ with following details.
1 Copy of Special Resolution
2 Copy of EGM /AGM Notice with explanatory statement
3 Copy of Minutes of Meeting
4 the approval of the Central Government under sub-section (2), if the alteration involves any change in the name of the company
5 Attendance sheet
6 Service Request Number (SRN) of RUN
7 Reason(s) for change of name -
8 SRN of Form MGT-14
9 Name of the company at the time of incorporation (to be displayed in the certificate)
c. Details of members
a) Number of members present at the meeting where the special resolution was passed for change of name and number of shares held by them.
b) Number of members who voted in favour of change of name and number of shares held by them
c) Number of members who voted against the change of name and number of shares held by them
d) Details of members who abstained from voting and number of shares held by them
Note: Webform INC-24 shall be processed in non-STP mode.
E. Issuance of New Certificate
When any change in the name of a company is made under sub-section (2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
F. For successful filing kindly ensure the following :
1. Defaulted in filing its annual returns or financial statements or any document due for filing with Registrar.
2. Defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.
3. Elaborate/justify the reasons for change of name of the company.
4. Proposed name has expired.
5. Furnish the complete list of members/shareholders of the company along with number. of shares held by respective member/shareholder.
6. Attach the MOA/AOA in legible form.
7. Furnish certified altered MOA/AOA.
8. File the present activities of the company.
9. Modify the main objects.
10. Annexure/attachment should be signed.
11. Furnish copy of certificate of changed objects issued with altered MOA/AOA
12. To clarify main objects in detail.
13. Furnish certificate from Auditors that the company has derived substantial portion of its income from new objects inserted.
14. If objects are indicated in the names, the same should correspond to the main objects, as main objects differ, the name is rejected.
15. Turnover of the company from the new activities if change of name is due to change in main activity of the company.
G. File Necessary Amendment Application under following Acts
a. Goods and Services Act
b. Shops & Establishment Act
c. Factories Act
d. Foreign Exchange Management Act
e. Inter-State Migrant workmen Act
f. Private Security Agency Act
i. Other Labour Laws
j. Industry Specific Laws