Change of Name of Private Limited Company

Following is the basic procedure to change the name of Company.

1. Name Availability

Company is required to file an application for availability of proposed name of the Company. This application is filed in Form INC-1.

2. Shareholders Approval

Once the new name is reserved, shareholders approval is required to pass following special resolution.

- the change in name of the Company and to alter the Memorandum and Article of Association with regard to change in name of the Company

3. Central Government's approval

Once the shareholders' approval is obtained, the Company is required to file application in Form INC-24 to Registrar of Companies (ROC) within 30 days for shareholders' approval.

4. Issue of Fresh Certificate of Incorporation

Upon approval of application (as per point 3 above), the Fresh Certificate of Incorporation upon change of name will be issued by ROC.

Pre-requisites for change of name of Company

Pursuant to Rule 29 of Companies (Incorporation) Rules, 2014, the change of name shall not be allowed to a company which has defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.

Hence, before moving forward, it is necessary to complete pending filings of annual returns or financial statement, if any.

Steps to complete this Process

Step - 1:Send atleast 7 days' notice to hold Board Meeting

Step - 2: Hold the Board meeting at decided date for passing following resolutions

- to authorise any Director to file application for availability of new name (Form INC-1)

- to approve change of name of the Company, subject to approval of Shareholders

- to decide the date, time and place for holding Extraordinary General Meeting (EGM) and issuing atleast 21 days' notice to all the shareholders.

Step - 3: File Application for availability of new name (Form INC-1)

Step - 4: Upon approval of application, ROC will issue a certificate for reserving a new name

Step - 5: Hold a EGM at decided date for passing following special resolution

- to approve change of name of the Company and authorising any Director to file application to ROC for Central Govt's approval (Form INC-24)

Step - 6: File Form MGT-14 within 30 days from the date of passing of resolutions in EGM

- signed copies of Special Resolutions with Explanatory Statement

- altered Memorandum of Association

- altered Article of Association

It is to be noted that SRN of Form MGT-14 will be filled up in Form INC-24.

Step - 7: File Form INC-24 within 30 days from the date of passing of resolutions in EGM

- Minutes of EGM in which special resolutions were filed (refer Step - 5)

- altered Memorandum of Association

- altered Article of Association

Step - 8: Upon approval of application (Form INC-24) by ROC, ROC will issue a fresh certificate of Incorporation.