Change in Name of the Company

A company being a legal entity must have a name of its own to establish its Separate identity. The name of the company is a symbol of its independent corporate existence. A company’s name is considered as identity of the company (Public or Private), which may be changed with the approval of members in the general meeting. The first clause in the Memorandum of Association of the company states the name by which a company is known.

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The company may adopt any suitable name provided it is not undesirable. According to section 13(1) of the Companies Act, 2013, a special resolution is required to be passed at the general meeting since change in name of the Company involves alteration in Memorandum of Association.

Steps Towards for Change The in Name of Company

1. Call Meeting of Board Director:

Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.Attach Agenda of Board Meeting along with Notice

2. Hold A Board Meeting: Hold the Board meeting of Company for following purposes:

  • Place before Board Suggestions for New names.
  • Pass Board Resolution after Selection of Names.
  • Authorize to Directors of company to make Application with ROC for Name approval.

3. File – E-form- INC-1 with ROC: File form INC-1 with ROC for approval of name:

  • Copy of Board Resolution.
  • Approval of Owner of Trade Mark or the applicant of such application

4. Name Approval Certificate from ROC, if applied name are available

5. Call Meeting of Board Director:

  • Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
  • Attach Agenda of Board Meeting along with Notice.

6. Hold Board Meeting: Hold the Board meeting of Company for following purposes:

  • Place Name Availability Certificate before the Board.
  • Fix Day, Date, Time of Extra-ordinary General Meeting.
  • Place Draft Notice of Extra-ordinary General Meeting before Board.
  • Authorization to Director to issue Notice of Extra-ordinary General Meeting.

7. Give Atleast 21 clear days’ Notice of Extra-ordinary General Meeting along with explanatory statement through Electronic Mode or in Writing to.

8. Hold Extra-Ordinary General Meeting:

  • Pass Special Resolution. [Section-114(2)]
  • Approval of Alteration in MOA & AOA

9. Filling of E-Form with ROC:

a). E-form MGT-14 within 30 days of passing of Special Resolution. With

  • Notice along with Explanatory Statements.
  • Certified True Copy of Special Resolution.
  • Altered in MOA & AOA.
  • Minutes of General Meeting.

b). E-form INC-24 within 30 days of passing of Special Resolution with

  • Notice along with Explanatory Statements.
  • Certified True Copy of Special Resolution.
  • Altered in MOA & AOA.
  • Minutes of General Meeting

10. Thereafter completing Above Procedure ROC will issue a New Certificate of Incorporation in form No. – 25. Which will be effective from the date of issue of Certificate?

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FREQUENTLY ASKED QUESTIONS (FAQ)

  • What is Annual Return?

    Annual return is a mandatory filing to be made by all Companies in India. The filing along with the required documents must be filed with the Ministry of Corporate Affairs. Filing of annual return with the MCA is different from the filing of annual return with the Income Tax department.

  • What information is contained in the annual return?

    Annual return consists of the balance sheet of the company, profit and loss account, compliance certificate (if necessary), details of registered office, details of Members, details of shares and shareholding and details of Directors.

  • Who should sign the Annual Return?

    The Annual return of the Company must be signed by the Directors of the Company. The financial statements filed along with the Annual return must be audited and signed by a Chartered Accountant.

  • When is the due date for filing Annual Return?

    Annual return is due before the 30th of September or 6 months from the end of the financial year. In case of newly incorporated Company, an Annual General Meeting should be held within 18 months from date of incorporation or 9 months from the date of closing of financial year, whichever is earlier and an annual return should be filed with the MCA.

  • What is the procedure for filing Annual Return?

    Annual return can be prepared and filed by a Professional online through the MCA's E-Filing portal. Rajput Jain & Associates Financial Expert can help you with e-filing your Company's annual report.

    Annual Return under Companies Act, 2013: Every company shall prepare a return (hereinafter referred to as the annual return) in Form No.MGT-7 containing the particulars as they stood on the close of the financial year.

    Extract of Annual Return: An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.

    Filing of Annual Return: Every company shall file a copy of the annual return with the Registrar.Preservation of annual return: Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

  • What is the penalty for non-filing of annual return?

    If a company fails to file annual return with the Registrar of Companies (RoC) within the specified time, then the Company shall be liable to pay a penalty till filing of the return. The amount of penalty will depend on the number of days in default. till the default continues.

    Advantages of Private Limited Company

    Separate Legal Entity

    A company is a legal entity and a juristic person established under the Act. Therefore a company form of organization has wide legal capacity and can own property and also incur debts. The members (Shareholders/Directors) of a company have no liability to the creditors of a company for such debts.

    Uninterrupted Existance

    A company has 'perpetual succession', that is continued or uninterrupted existence until it is legally dissolved. A company, being a separate legal person, is unaffected by the death or other departure of any member but continues to be in existence irrespective of the changes in membership.

    Borrowsing Capacity

    A company enjoys better avenues for borrowing of funds. It can issue debentures, secured as well as unsecured and can also accept deposits from the public, etc. Even banking and financial institutions prefer to render large financial assistance to a company rather than partnership firms or proprietary concerns.

    Easy Transferability

    Shares of a company limited by shares are transferable by a shareholder to any other person. Filing and signing a share transfer form and handing over the buyer of the shares along with share certificate can easily transfer shares.

    Owning Property

    A company being a juristic person, can acquire, own, enjoy and alienate, property in its own name. No shareholder can make any claim upon the property of the company so long as the company is a going concern.

    Limited Liability

    Limited Liability means the status of being legally responsible only to a limited amount for debts of a company. Unlike proprietorships and partnerships, in a limited liability company the liability of the members in respect of the company's debts is limited.

    Capacity to sue and be sued

    To sue means to institute legal proceedings against or to bring a suit in a court of law. Just as one person can bring a legal action in his/her own name against another in that person's name, a company being an independent legal entity can sue and also be sued in its own name.

    Dual Relationship

    In the company form of organization it is possible for a company to make a valid and effective contract with any of tis members. Thus, a person can at the same time be a shareholder, creditor, director and also an employee of the company.

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Private Limited Companies are those types of companies where minimum number of members is two and maximum number is two hundred. A private limited company has the limited liability of members but at the same time it has many characteristics as those of a partnership firm. A private limited company has all the advantages of partnership namely flexibility, greater capital combination of different and diversified abilities, etc., and at the same time it has advantages of limited liability, greater stability and legal entity. In this sense, a private limited company stands between partnership and widely owned public company. Identifying marks of a private limited company are name, number of members, shares, formation, management, directors and meetings, etc., The maximum number of directors shall have to be mentioned in the Articles of Association. In the grand of privileges and exemptions, the Companies Act has drawn a distinction between an independent private company and other private company which is a subsidiary to the other public company.

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