According to Sec 21 of the Indian Companies Act of 1956, a company change of name can only be done with the consent and approval of the Central Government and the majority shareholders of the company by way of special resolution. It must be made in writing and must be made through a special resolution. The change of name can be on companyâ€™s own motion or on the direction of a Regional Director. Procedure for company change of name:
- The first step towards the company change of name is the desire to do so which is to be apparently indicated by way of passing a Board Resolution to the effect. It is therefore mandatory to pass a Board Resolution specifying therein few references for the selection of name of the company. A few suitable names, preferably six names, as far as possible indicating the main objects of the company should be selected, in order of their preference. The significance of the key or coined words in the proposed names is to be mandatorily stated in brief.
- In order to determine or ascertain the availability of name out of the preferences made in the first step, an application has to be made in Form 1A strictly following the guidelines as issued by the Central Government in this regard. The application should be accompanied with a fee of Rs. 500.Â The said Form 1A should be escorted with the required attachments such as copy of the Board Resolution, copy of the directionÂ received from the Central Government, if any and other optional attachments.
- Â Special Resolution has to be passed for the company change of name to obtain the approval of the shareholders/members in a general meeting, once the Registrar makes the new name available. However, the approval of the members is subject to the approval of the Central Government, being necessary in terms of the provisions of Section 21 of the Companies Act, 1956 in this regard. The form applicable for the filing of Special Resolution of the members is e-Form 23.
- On confirmation from the concerned ROC that the new name is available for adoption, a Board Meeting after giving notices to all the directors of the company as per Section 286 and fix up the date, time, place and agenda in the Board Meeting for convening a General Meeting for passing a Special Resolution to change the name, subject to the approval of the Central Government.Once the approval considering the application of special resolution is received, the original certificate of incorporation needs to be surrendered with the ROC for the issue of a fresh Certificate of Incorporation ensuing the company change of name. The change of name of company will not be effective unless such a certificate is issued by the ROC.
- Once the approval considering the application of special resolution is received, the original certificate of incorporation needs to be surrendered with the ROC for the issue of a fresh Certificate of Incorporation ensuing the company change of name. The change of name of company will not be effective unless such a certificate is issued by the ROC.
- Â On successful implementation of the company change of name make the necessary changes in every copy of the Memorandum and Articles of Association, letter heads, vouchers, registers, office papers, records, books, documents, signboards, common seal etc. , and if company does not make these changes, the company will be punishable with fine of up to Rs. 5000.