Procedure for change in Name Clause or Object of Company
The memorandum of Association (MOA) of any Company as per Companies Act, 2013 has
Six clauses:
1. Name Clause
2. Registered Office clause
3. Object Clause
4. Liability Clause
5. Capital Clause
6. Subscription clause
Out of Six above mentioned clause first five clause is alterable and can be altered by the
Company as and when it wants to do so. These clauses can be altered by passing a special
resolution of the shareholders of the Company except in case of the capital clause which can be altered by passing an ordinary resolution by the shareholders of the Company.
The articles of Association of the company can be changed by passing a special resolution.
Ques: What is the procedure for change of name of the company?
Ans: The procedure for change of name is as follows:
Step 1:
First call a board meeting for approval of change in name. The agenda of the board
meeting will be to approve the change in name, to apply for name availability to the Registrar and then to call an EGM to get the shareholder’s approval for change in name.
The board meeting should be called by giving at least 7 days notice. The board will suggest
proposed new names and will set the agenda for EGM.
meeting will be to approve the change in name, to apply for name availability to the Registrar and then to call an EGM to get the shareholder’s approval for change in name.
The board meeting should be called by giving at least 7 days notice. The board will suggest
proposed new names and will set the agenda for EGM.
Step 2:
Check Company Name Availability Once a resolution is passed for ascertaining availability of proposed company name, the authorized director can make a name availability application to the jurisdictional ROC in form INC-1.
The Board resolution passed in step 1 will be an attachment to form INC-1.
Step 3:
Once the name availability application is approved by the Registrar by issuing a
certificate of name availability, the board will issue notice of Extraordinary Meeting to all
Members, Directors and the Auditors of the company in accordance with the provisions of
Section 101 of the Companies Act, 2013.
certificate of name availability, the board will issue notice of Extraordinary Meeting to all
Members, Directors and the Auditors of the company in accordance with the provisions of
Section 101 of the Companies Act, 2013.
The Notice contains the date, time and venue of the EGM. The notice will be accompanied by an explanatory statement detailing the reasons for change in name. Interest of the director in the resolution should be disclosed in the explanatory statement. The Notice shall be issued at least 21 clear days before the EGM and keeping in mind that the name availability is applicable for only 60 days from the date mentioned in the name availability certificate.
Step 4:
The next step is to hold an Extraordinary General Meeting at the time, place and venue as given in the notice and to pass the necessary Special Resolution under section 13 of the Companies Act, 2013, for change in name of the company.
The next step is to hold an Extraordinary General Meeting at the time, place and venue as given in the notice and to pass the necessary Special Resolution under section 13 of the Companies Act, 2013, for change in name of the company.
Step 5:
Filing with the Registrar of companies. The special resolution passed at the EGM also needs to be filed with the Registrar within 30 days of passing the resolution. Form MGT-14 is required to be filed for filing the resolution with the Registrar. Form MGT-14 contains details about the special resolution passed.
Once the necessary special resolution is filed with Registrar in form MGT-14, the company needs to file an application for change of name of the company with the Central Government in Form INC-24 along with the requisite fee.
Here, it is to be noted that form INC-24 is to be filed after form MGT-14 as the form INC-24
specifically asks for the SRN of form MGT-14 filed with the registrar. INC-24 also asks for
SRN of INC-1 filed with the registrar as given in step-2 above.
INC-24 also asks reasons for change of name of the company and details about the number of members who attended the EGM and those who voted for and against the resolution and their shareholding in the company.
Attachments with form MGT-14
1. Certified copy of the resolution
2. Notice of Extra ordinary General Meeting (EGM)
3. Explanatory statement to the notice
4. Altered Memorandum of Association
5. Altered articles of Association
6. Attachments with form INC-24
7. Minutes of the members’ meeting
Step 6:
Registration of change in name by the Registrar. If the Registrar of Companies is satisfied with the company’s name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.
The registrar will also approve the resolution filed in Form MGT-14.
The registrar will also approve the resolution filed in Form MGT-14.
Step 7:
Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association and Articles of Association.
Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association and Articles of Association.
Another important point to remember....!!!
Here another thing to be kept in mind while altering the name clause of Memorandum is that the Registrar may ask for adoption of new set of memorandum and articles in line with the new Companies Act’2013. The statutory backing for adopting new set of memorandum and articles is given in Section 6 of the Companies Act’2013 which is given as follows:
“(b) Any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.”
Therefore, the provisions under the old memorandum/articles may be repugnant i.e
contradictory/inconsistent with the provisions of the Companies Act’2013 and hence may be
termed as void therefore it is advisable to adopt new set of memorandum and articles as per
Companies Act’2013.
Major reason for that is the change in format of Memorandum and articles under the previous act and the new act’2013.
Major difference between the memorandum under Companies Act’1956 and 2013 is the object clause. While the Object clause under the 1956 Format included three sub-clauses:
♣ Main objects,
♣ Incidental and ancillary objects and
♣ Other objects
The format under the Companies Act’2013 includes only two sub clauses:
♣ THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION i.e Main Objects.
♣ MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE MAIN OBJECTS.
Therefore while altering the name clause it is advisable for the company:
♣ To amend the title of incidental object Clause of the Memorandum Of Association by passing the resolution.
DRAFT FORMAT
Resolutions Change of Name & Objective
Resolutions Change of Name & Objective
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: _______________________
=================================================================
CERTIFIED
TRUE COPY OF BOARD RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF ………………………
PRIVATE LIMITED HELD
ON ________ THE___ TH ______
2016 AT THE REGISTERED OFFICE OF THE COMPANY ________________________AT 11 A.M.
=========================================================================
- TO CONSIDER THE APPLICATION FOR CHANGE OF NAME
RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, ___________ & __________ and the approval of the members, the consent of the board be and is hereby accorded to change the name of the company from ___________________ to __________________ or any other name as may be approved by the Registrar.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, _____________, Director 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.
Company has to change the existing name in
order to reflect its new main activity in the new name of company and
accordingly apply for name approval and for this purpose it is
required to apply in the prescribed Form INC-1 to the Registrar of
Companies, Kanpur, stating therein name as proposed name of the
company.
Thus,
company has a proposal to change its name to “___________ PRIVATE LIMITED”.
After
some discussion, the following resolution was passed:
“RESOLVED
THAT,
pursuant to the provisions of section 13 and any other applicable
provisions of the Companies Act, 2013, and subject to the approval of
the Central Government the existing name of the Company be Changed
from ___________ PRIVATE LIMITED
to _______________ PRIVATE LIMITED
or such other names as may be made available and agreed upon by the
Board of Directors of the Company.”
“RESOLVED
FURTHER THAT the
consent of the Board of Directors of the company be and is hereby
accorded for applying to the Registrar of Companies, Kanpur, in the
prescribed Form INC-1 for obtaining the approval of the name
“________________ PRIVATE LIMITED” as
a proposed name of the company after change of name.”
“RESOLVED
FURTHER THAT Mrs.
_______________,
Director of the company be and is hereby authorizedto make
application in Form No. INC-1 to the Registrar of Companies, Kanpur
for the name approval and to submit the copy of this resolution and
other necessary documents for the giving effect to above resolution,
to complete all necessary formalities required for change of name and
change of its existing object, and to collect the name approval
letter from Registrar of Companies,________.
For and on Behalf of
_______________________ PRIVATE LIMITED
_____________________
(Director)
(Director)
DIN:
06904522
DIN: 06904690
Date: __________
Place:________
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: ______________________________
=================================================================
CERTIFIED
TRUE COPY OF BOARD RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF ………………………
PRIVATE LIMITED HELD
ON ________ THE___ TH ______
2016 AT THE REGISTERED OFFICE OF THE COMPANY ________________________AT 11 A.M.
=========================================================================
Change
of name of the Company
“RESOLVED
THAT pursuant to the
provision of section 13 and other applicable provisions of the
Companies Act, 2013 and subject to the approval of the Central
Government the existing name of the Company be changed from ______________ PRIVATE LIMITED to ________________ PRIVATE LIMITED.
“RESOLVED
FUETHER THAT Mrs. ________________,
Director of the Company, be and is hereby authorized , on behalf of
the Company, 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 for the purpose of giving effect
to the aforesaid resolution along with filing of necessary E-forms as
return of change of name with the Registrar of Companies, City : _________
State : _____________.
Certified True Copy
For and on Behalf of Board of
Directors of
_______________________ PRIVATE LIMITED
(Director) (Director)
DIN:___________
DIN: _____________
Date: ________
Place:________
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: ________________________
=================================================================
CERTIFIED
TRUE COPY OF BOARD RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF ………………………
PRIVATE LIMITED HELD
ON ________ THE___ TH ______
2016 AT THE REGISTERED OFFICE OF THE COMPANY ________________________AT 11 A.M.
=========================================================================
Change
in Object Clause of the Company
“RESOLVED
THAT pursuant to the
provisions of Section 13 and other applicable provisions, if any, of
Companies Act, 2013, (including any statutory modifications or
re-enactment thereof, for the time being in force), and the rules
framed there under, consent of the Board of Directors of the Company
be and is hereby accorded, subject to the approval of the Registrar
of Companies, City : ________, State : _____________ and subject to the approval of
Shareholders in General Meeting, to append following sub clause (1)
of clause III (A) of the Memorandum of Association of Company:
(1) “To carry on the business mentioned your main object"
“FURTHER
RESOLVED THAT for the
purpose of giving effect to this resolution, Mrs. _______________,
Director of the Company be and is hereby authorised, on behalf of the
Company, 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 for the purpose of giving effect to the
aforesaid resolution along with filing of necessary E-form as return
of appointment with the Registrar of Companies, City : _________
State : _____________."
Certified True Copy
For and on Behalf of Board of
Directors of
_______________________ PRIVATE LIMITED
(Director) (Director)
DIN:___________
DIN: _____________
Date: ________
Place:________
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: __________________________--
NOTICE
=========================================================================
NOTICE IS HEREBY GIVEN THAT
EXTRA ORDINARY GENERAL MEETING OF __________________
PRIVATE LIMITED WILL BE HELD ON MONDAY, _______, 2016, AT 11:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY.
SPECIAL
BUSINESS:
Item
No.1
To
consider and if thought fit, to pass with or without modification(s),
the following resolution as Special Resolution:
- Change of name of the Company
“RESOLVED
THAT pursuant to the
provisions of section 13 and other applicable provisions of the
Companies Act, 2013,if any, and
subject to the approval of the Central Government, the name of the
Company be Changed from ___________________ PRIVATE LIMITED
to ___________________ PRIVATE LIMITED.
And the name of __________________ PRIVATE LIMITED,
wherever it appears in the Memorandum, Articles, documents etc, is
submitted by the new name ‘____________ PRIVATE LIMITED’
in due course.”
- Amendment in clause No. I of Memorandum of Association 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 ________________ PRIVATE LIMITED.”
- Amendment in clause No. 2 (1) (a) of Articles of Association regarding change in name.
“RESOLVED
THAT clause No. 2 (1)
(a) of the Articles of Association of the Company be substituted by
the following:
“The
Company” means __________________ PRIVATE LIMITED.”
“RESOLVED
FUETHER THAT Mrs. ___________________,
Director of the Company, be and is hereby authorized , on behalf of
the Company, 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 for the purpose of giving effect
to the aforesaid resolution along with filing of necessary E-forms as
return of change of name with the Registrar of Companies, City : _________
State : _____________.
Item
No.2
To
consider and if thought fit, to pass with or without modification(s),
the following resolution as Special Resolution:
Change
in Object Clause of the Company
“RESOLVED
THAT pursuant to the provisions of Section 13 and other applicable
provisions, if any, of Companies Act, 2013, (including any statutory
modifications or re-enactment thereof, for the time being in force),
and the rules framed there under, consent of the shareholders of the
Company be and is hereby accorded, subject to the approval of the
Registrar of Companies, City : _________
State : _____________, to append following
sub clause (1) of clause III (A) of the Memorandum of Association of
Company:
(1) “To carry on the business mentioned your main object"
“FURTHER
RESOLVED THAT for the
purpose of giving effect to this resolution, Mrs. ______________,
Director of the Company be and is hereby authorized, on behalf of the
Company, 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 for the purpose of giving effect to the
aforesaid resolution along with filing of necessary E-form as return
of appointment with the Registrar of Companies, City : _________
State : _____________.”
For and on Behalf of Board of
Directors of
_______________________ PRIVATE LIMITED
(Director) (Director)
DIN:___________
DIN: _____________
Date: ________
Place:________
NOTES:
- A member entitled to attend and vote at the meeting is entitled to appoint a proxy, to attend and vote on poll instead of himself/herself and proxy need not be a member of the Company.
- Proxy form, in order to be effective must be received by the company not less than 48 hours before the meeting.
- An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Businesses to be transacted at the meeting is annexed hereto._____________________ PRIVATE LIMITEDRegistered Office: __________________ City : __________ Pin Code : ____________CIN: _______________________________
EXPLANATORY STATEMENT PURSUANT
TO SECTION 102 OF THE COMPANIES ACT, 2013.
ITEM NO. 1
The Members are hereby informed
that company has to suitably modify/alter existing main object of
memorandum of association in order to incorporate new activity of the
company and has to adopt the suitable name to reflect the main
activity of the company more dominantly.
The Name of the Company be and is
hereby Changed from ________________ PRIVATE LIMITED to _______________
PRIVATE LIMITED, and the name of _______________ PRIVATE
LIMITED, wherever it appears in the Memorandum, Articles, documents
etc, is submitted by the new name ‘_________________
PRIVATE LIMITED’ in due course,”
Amendment in clause No. I of
Memorandum of Association regarding change in name of Company be
substituted by _______________ PRIVATE LIMITED.”
Amendment in clause No. 2 (1) (a)
of Articles of Association regarding change in name of Company be
substituted by __________________ PRIVATE LIMITED.”
ITEM NO. 2
The Members are hereby informed
that company has to suitably modify/alter existing main object of
memorandum of association in order to incorporate new activity of the
company.
(1) “To carry on the business mentioned your main object"
The chairman further explained to
the board that company has to suitably modify/alter existing main
object of memorandum of association in order to incorporate new
activity of the company and has to adopt the suitable name to reflect
the main activity of the company more dominantly.
The above your directors
recommend resolutions to the Shareholders to be passed as “Special
Resolution”.
The Board of Directors of the
Company on ________ __, 2016, approved the above mentioned alteration in
the Name and Objects Clause of the Memorandum of Association/Article
of Association of the Company.
None of Directors of the Company
are in any way, concerned or interested in the resolution, except to
the extent of their shareholding in the Company, if any.
Inspection of Documents
The documents pertaining to the
Special business are available for inspection at the registered
office of the Company between 10.30 am to 12.30 p.m. on any working
day prior tom the meeting.
_______________________ PRIVATE LIMITED
(Director) (Director)
DIN:___________
DIN: _____________
Date: ________
Place:________
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: ____________________________
=================================================================
CERTIFIED
TRUE COPY OF BOARD RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF ………………………
PRIVATE LIMITED HELD
ON ________ THE___ TH ______
2016 AT THE REGISTERED OFFICE OF THE COMPANY ________________________AT 11 A.M.
=========================================================================
- Change of name of the Company
“RESOLVED
THAT pursuant to the
provisions of section 13 and other applicable provisions of the
Companies Act, 2013,if any, and
subject to the approval of the Central Government, the name of the
Company be Changed from ________________ PRIVATE LIMITED
to _____________________ PRIVATE LIMITED.
And the name of ________________ PRIVATE LIMITED,
wherever it appears in the Memorandum, Articles, documents etc, is
submitted by the new name ‘____________________________ PRIVATE LIMITED’
in due course.”
- Amendment in clause No. I of Memorandum of Association 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 ____________________ PRIVATE LIMITED.”
- Amendment in clause No. 2 (1) (a) of Articles of Association regarding change in name.
“RESOLVED
THAT clause No. 2 (1)
(a) of the Articles of Association of the Company be substituted by
the following:
“The
Company” means ____________________ PRIVATE LIMITED.”
“RESOLVED
FURTHER THAT Mrs. ________________,
Director of the Company, be and is hereby authorized , on behalf of
the Company, 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 for the purpose of giving effect
to the aforesaid resolution along with filing of necessary E-forms as
return of change of name with the Registrar of Companies, City : _________
State : _____________.
Certified
True Copy
For
and on Behalf of Board of Directors of
___________________ PRIVATE LIMITED
__________________ ____________________
(Director)
(Director)
DIN:
06904522 DIN: 06904690
Date: ________
Place:________
_____________________ PRIVATE LIMITED
Registered
Office: __________________ City : __________ Pin Code : ____________
CIN: ____________________________
=================================================================
CERTIFIED
TRUE COPY OF BOARD RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF ………………………
PRIVATE LIMITED HELD
ON ________ THE___ TH ______
2016 AT THE REGISTERED OFFICE OF THE COMPANY ________________________AT 11 A.M.
=========================================================================
Change
in Object Clause of the Company
“RESOLVED THAT
pursuant to the provisions of Section 13 and other applicable
provisions, if any, of Companies Act, 2013, (including any statutory
modifications or re-enactment thereof, for the time being in force),
and the rules framed there under, consent of the shareholders of the
Company be and is hereby accorded, subject to the approval of the
Registrar of Companies, Kanpur, Uttar Pradesh, to append following
sub clause (1) of clause III (A) of the Memorandum of Association of
Company:
(1) “To carry on the business mentioned your main object"
“FURTHER
RESOLVED THAT for the
purpose of giving effect to this resolution,
Mrs. _________________,
Director of the Company be and is hereby authorized, on behalf of the
Company, 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 for the purpose of giving effect to the
aforesaid resolution along with filing of necessary E-form as return
of appointment with the Registrar of Companies, City : _________
State : _____________.”
Certified
True Copy
For
and on Behalf of Board of Directors of
___________________ PRIVATE LIMITED
__________________ ____________________
(Director)
(Director)
DIN: _________ DIN: __________
Date: ________
Place:________
Thanks & Regards,
Meetesh Shiroya
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