Change of Name and Main Objects Introduction:
This blog contains the procedure for change of name and primary object of the company under the Companies Act, 2013 in detail. The company name is a legal entity to establish its separate identity. The main object clause of the company is a symbol of the company's independent corporate existence.
The procedure of change in name and main object could proceed with the amendments in Memorandum of association. It is the charter of the company that define the scope of a company's activities. Moreover, MOA (Memorandum of Association) establish the relationship of the company with members and always stand with the members of company interest.
Procedure or Process for Change of Name and Main Objects:
Step1:
Firstly, define the list of the board meeting that is the change of company name and main objects then call a board meeting for the approval. For this, apply for the availability of representation of the company and also get permission from shareholders. Moreover, define the amendments in the main objects and get approval from all shareholders. This EGM should call at least in 7 days notice.
Step2:
Once the Resolution passed for name availability with the consent of directors and shareholders. The authorized director could make a name availability application to ROC in form INC-1. The director gets approval from authorities for amendments in main objects of the company, for this mentioned below details of a member that present in EGM.
All the Directors
Members
Auditors of the company
Step3:
When the name availability and main object approved by the registrar by issuing the certificate of approval. The board will give the general meeting of all member, directors and auditors according to the provisions of under Section 101 of the Companies Act 2013. The notice contains the following details.
Date, Time and Venue of the EGM
Reasons for Amendments
Mention the interest of the directors
Issuance of Notice at least in 21 days before the EGM
Availability is applicable for 60 days.
Step4:
The next step is to hold the EGM for passing the necessary Resolution under section 13 of the Companies Act, 2013. This meeting will come according to the fixed time, date and venue for the change in name and main objects of the company.
Step5
After passing the Resolution, the EGM also needs to file Form MGT-14 to the registrar within 30 days. This form contains the details about the passed Resolution that should file registrar. Moreover, once it complete, need to apply to the Central Government in Form INC-24 along with the fees. Form INC-24 asks reasons of change in name and object as well as details about the number of members who attends Extraordinary General Meeting (EGM) and who in favours or in against Resolution.
Attached Documents With Form MGT-14:
Altered Member of Association
Copy of Certified Resolution
Notice of EGM
Explanation About The Statement of Notice
Form INC-24
Minutes of The Member Meeting
Altered Articles of Association
Step6:
In this step, the registrar will approve the Resolution that mentions in Form MGT-14 for the amendments of name and main objects of the company. However, Memorandum of Association and Articles of Association issue the new incorporation certificate with new name and items for the company.
Frequently Asked Questions (FAQ):
Q1- What are the effects of changing name and objects?
It may impact the identity of the company and the existing rights of the company. Moreover, it affects the legal proceeding against the old company name.
Q2-What are the reasons for name changing?
Changes may occur due to business activities or company wants to change the existing name. The company also change in case of Government Orders.
Q3- What is expected time required for the procedure?
It can take 15 to 20 days to complete and approve the procedure by ROC that varies state to state.
Q4- Is MGT-14 require for the amendments in a change of name and objects?
Yes, it is necessary to file a form MGT-14 to pass the Resolution.
Drafted By:
CS.A.Maniraj.,B.Com.,ACS.,CA(Fin), Independent Director
Certified CSR Professional., Certified GST Professional.
