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How to Change the Name of a Private Limited Company?

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How to Change the Name of a Private Limited Company? 

To Change the Name of a Private Limited Company requires change in the MOA (Memorandum Of Association) of the company the rules of which are present in Section 13 of Companies Act, 2013 and Companies (Incorporation) Rules, 2014. Name of a Private Limited company is to be mentioned in the MOA under Name Clause. There are two conditions in which names are changed, viz.

  • Conversion of a private company to public and vice versa; and
  • Change of name. For example, A Ltd. to ABC Ltd.

As per Section 13 of the Act, a company can change its name by passing a special resolution and obtaining approval of the Central Government. However, the permission of Central Government is not required if you are adding or deleting the word 'Private'. There are two conditions under which the change of name is not permitted:

  • When the company has defaulted in filing its annual returns or financial statements that were due to be filed with the Registrar.
  • When the company has defaulted in payment of interest on deposits and debentures or repayment on maturity of deposits and debentures.

Procedure

  • The first step is to hold a Board Meeting and place suggestions of new names. Select a new name by passing Board resolution.
  • File Form INC-1 electronically along with a copy of the Board's resolution with the Registrar for approval.
  • After ensuring the availability with the Registrar of Companies (ROC), call an Extraordinary General Meeting (EGM).
  • Pass a special resolution in favor of alteration of MOA and AOA and change of name.
  • File MGT-14(Filings of Resolutions and Agreements to the Registrar), the special resolution passed in the meeting needs to be intimated to the ROC through MGT-14
  • Submit the application for name change in Form No. INC-24 with the Registrar along with a copy of special resolution and prescribed fees within 30 days of passing the resolution.
  • The Registrar will then deliberate and issue a new Certificate of Incorporation (COI) in Form No. INC-25. The new name of the company will be effective from the date if issue of new COI.
  • Post issue the company should publish a notice in a national and vernacular newspaper informing the people of the name change.

We hope this article has been helpful for you in changing the name of your Private Limited Company, we like hearing from you and you can post your comments below. In case you have any problem with changing the name of your company you can contact us.

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