Compliance Requirement for Changing Name Clause

1. Form INC 24: Central Government approval for change of name (Section 13(2)) (Rule 29(2) and 33A of the Companies (Incorporation) Rules 2014)

Form No. INC-24 to be filed within 30 days of passing of Special Resolution (Rule 29 of the Companies (Incorporation) Rules, 2014) along with the following:

• • Notice and explanatory statement
  • Certified true copy of resolution
  • Altered MOA and AOA
  • GM Minutes
  • Approval letter from RBI/IRDA/SEBI, etc if applicable
  • CA Certificate where the change in name is due to change in main activity of company regarding turnover details from new activity

2. Form RUN- Change in name of company (Section 4, 13) (Rule 8, 9 and 29 of Companies (Incorporation) Rules, 2014)

An application for reservation of name shall be made through the web service available at MCA website by using web service RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 (Rule 9 of the Companies (Incorporation) Rules, 2014):

• • The application shall be accompanied with a copy of Board resolution. 

• • NOC of owner of trademark or the applicant if the proposed name is based on a registered trademark. 

• • The application may either be approved or rejected by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects. (Rule 9 of the Companies (Incorporation) Rules, 2014). 

Intimation/Application, seeking prior approval shall be made to the Exchange for change in name, prior to making an application to the Registrar of Companies (ROC) in case of Listed Entities

• • The listed entity, in the explanatory statement to the notice seeking shareholders’ approval for change in name, shall include a certificate from a practicing Chartered Accountant stating compliance with conditions provided in Regulation 45(1)

• • Listed Companies also to obtain the prior approval of the Stock Exchange for change in name and shall submit an application for the same along with Board resolution, date of last name change, reasons for change, confirmation from CA/CS as mentioned in Clause 45 of LODR. The Listed Entity to seek such approval before filing request of change of name with Registrar of Companies

3. Alteration of Memorandum or Articles to be noted in Every Copy (Section 15)

Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.

4. Intimation of special resolution for change in name of the company through MGT -14 (Section 117)

• • Company shall file the form MGT-14 with ROC within 30 days of passing of Special Resolution along with certified true copy of resolution, explanatory statement, Notice of meeting, altered MOA and AOA, shorter notice(if meeting conducted at short notice)

Key Points for Changing Name of a Company

• • The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar, or which has failed to pay or repay matured deposits or debentures or interest. (Rule 29(1) of the Companies (Incorporation) Rules, 2014). 

• • The change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be (Proviso to Rule 29 of the Companies (Incorporation) Rules, 2014). 
  • A new certificate of incorporation in Form No INC-25 shall be issued to the company consequent upon change of name by ROC. (Rule 29 of the Companies (Incorporation) Rules, 2014). 
  • Update company name in stock exchange records, demat records (NSDL/CDSL), and RTA and also submit  CTC of EGM resolution, Fresh COI consequent to change of name, Amended MOA & AOA etc to the S.E.