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Company Law » MOA and AOA of Company and Its Alteration » Name Clause and Procedure for Alteration in Name Clause of MOA


MOA and AOA of Company and Its Alteration

Name Clause and Procedure for Alteration in Name Clause of MOA


Name Clause

A company being a separate legal entity must have its own name. and the company may adopt any suitable name provided it is not undesirable specified in Rule 8 of Companies (Incorporation) Rules, 2014. Name of the company should indicate whether the company is private or public

After incorporation, a company can change their name through following methods: 

(a) Conversion of name from private to public limited company, or

(b) Conversion of name from public to private limited company, or

(c) Change of name from ABC limited to XYZ limited.

As per Section 13 of the Companies Act, 2013, the name of the company can be changed by passing a Special Resolution by the members of the company in their general meeting and with the approval of the Central Government. But on the other hand, if the change relates to the addition/deletion of the words “private” to the name, then approval of Central Government is not required.

Section 4(2) of the Companies Act, 2013, provides that no company shall be registered by name which -

  • Is identical with or too nearly to the name of an existing company registered under this Act or any previous company law, or
  • Will constitute a offence under any law for the time being in force, or
  • Is undesirable in opinion of the central government.

Note - Change of name shall not be allowed to a company which has :

  • defaulted in filing it 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.

Section 4(3) of the Companies Act, 2013, provides that without prejudice to the provisions of section 4(2), a company shall not be registered with a name which contains –

  • any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or 
  • such word or expression, as may be prescribed in rule 8 of the Companies(Incorporation) Rules, 2014, unless the previous approval of the Central Government has been obtained for the use of any such word or expression,

Procedure for Alteration in Name Clause of Memorandum Under Companies Act, 2013 -


Step - 1 : Issue notice of board meeting to all the directors least 7 days before the date of Board Meeting under Sec. 173 and SS-1.

Step - 2 : Call and hold board meeting and 

  • Propose new name of the company 
  • Pass Board Resolution
  • Authorize a person or, director, or CS for making application with ROC for name approval

Step - 3 : Make application in RUN portal with ROC for name approval and pay fees of 1000 Rs. for checking name availability.

Attachments :

  • Company A copy of Board Resolution,
  • Approval of the owner of the trademark or the applicant of such application for registration of Trademark;
  • Copy of direction if given by central government;
  • Copy of approval from SEBI, MCA if name contain insurance, bank, or stock exchange,
  • Certified copy of NOC by way of board resolution from existing company, in case the name is similar to any existing company or to the foreign 

Step - 4 : Obtain name approval certificate and name availability latter from ROC, and remember available name is only valid for 60 days.

Important note : Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period as may be prescribed: 

Provided that in case of an application for reservation of name or for change of its name by an existing company, the Registrar may reserve the name for a period of sixty days from the date of approval.".

Step - 5 Call and hold another Board Meeting -

  • Pass Board Resolution,
  • Fixed time,date, place, and day of General Meeting 
  • Authorize a director, or CS for issuing notice of general meeting.

Step - 6 : Issue notice of General Meeting least 21 days before the actual date of General Meeting all shareholders under section 101 of Companies Act, 2013 and SS-2.

Step - 7 : Call and hold General Meeting for change in name of company and pass Special Resolution.

Step - 8 File MGT -14 within 30 days with ROC from conclusion of General Meeting.

Attachments :

  • Certified copy of Special Resolution, 
  • Minutes of General Meeting,
  • Altered MOA,
  • Altered AOA.

Step - 9 File an application for approval of Central Government for change of name to registrar In Form INC-24 with in 30 days along with the fee for change in the name of the company.

Step - 10 : After scrutiny of the documents filed, the ROC shall issue a fresh certificate of incorporation digitally signed in Form INC-25.

 

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Chapter's Name:

1. Introduction to Company Law
2. Incorporation of Companies
3. MOA and AOA of Company and Its Alteration
4. Prospectus And Allotment of Securities
5. Share and Share Capital

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