Procedure for Limited Company Name Change

The name of a private limited company may have to be changed for a number of reasons including change of objective of the business, change of management, rebranding, etc., The name of a private limited company can be changed at anytime with the approval of the shareholders and Ministry of Corporate Affairs (MCA). In this article, we look at the procedure for private limited company name change.

Private Limited Company Name Change

The name adopted by a private limited company during incorporation can be changed later. To change the name of a private limited company, the consent of the shareholders through a special resolution and MCA approval are required. The change of name of a private limited company has no impact on its legal entity or its existence as a corporate entity. The change of name of a company will not create a new company or new entity. Therefore, the change of company name shall NOT:

1.      Affect any rights or obligations of the company

2.      Render defective any legal proceedings by or against the company

3.      Not affect any legal proceedings by or against the company and pending in the old name; they may continue in the old name.

Step 1: Board Resolution

A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining availability of proposed name. At the same Board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the Memorandum of Association and Articles of Association can also be passed.

 

Step 2: Check Company Name Availability

Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA. The procedure for name application is similar to that of the name application procedure followed during CompanyIncorporation in India. Therefore, the name must be as per the Companies Act 2013 Naming Guidelines.

 

Step 3: Pass Special Resolution for Company Name Change

Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association.

Step 4: Application for approval of Company Name Change

Once the special resolution for change of company name is passed, the special resolution and application for approval of company name change must be filed with the Registrar of Companies. An application for company name change must be made in Form 1B along with the requisite fee.

Step 5: Issuance of New Certificate of Incorporation

If the Registrar of Companies is satisfied with the company name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

Step 6: Make Changes to MOA and AOA

Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association, Articles of Association and Certificate of Incorporation issued by the Registrar.

Legal Advice on Company Registration and Firm Registration

The Companies Act 1956 lays down the guidelines for the formation and registration of a Company in India. This Act applies to the whole of India and to all types of Company’s thus making it an important legislative body governing all registrations and closures.

The start of a company means a lot of work. It’s like giving birth to a child. It’s an exciting phase with a lot of anxiety and hope. Every new business requires company registration by law of the land. One should follow the state law as well when registering a Company.

The offices of the registry of the records have all the information regarding all the companies registered in India and the Registrar of Companies has all the authority and responsibility of registering a company in various states and union territories. It is to be noted that all the companies registered have to comply with all the statutory compliances falling under this Company Act.

Some points should be kept in mind when getting registering for the new business is done.

Legal advice:

The first and foremost important step is to ensure that the legal angle is taken care of. One should get the Director Identification Number for the business. Then is the chance of Company registration and then submitting the necessary documents to the government. Some basic documents are mandatory for company registration like, address proof, PAN card, photographs.

One should remember to select at least four suitable names for the new company. It should not be a copied one and should not violate the copyrights and patents.

Once the name is approved by the Registrar of companies, one can move ahead for company registration.

The Memorandum of Association and Articles of Association are legal documents which should be drafted by legal experts, different opinions sought and finally printed.

The application for registering a company has to be forwarded to the Registrar of Companies and should be accompanied with names, Memorandum of Association and Articles of Association besides other requisite documents.This has to be filed with theRegistrar of companies of the state where the company is being set up.

Under the Companies Act 1956, one can form two types of Companies, Private Company or a public company and get them registered as per the procedures laid down in the statute of the Companies Act.

Once the company is registered, one can patent a product or get a copyright to protect your company.

Company Registration in India

For fast, flawless, and economical company formationin India and incorporation in places all across entire India, ours internationally admired law firm is now rather famous and popular by Indian and foreign individuals and companies. Superb and punctilious legal services connected with the company law, business and commercial law, intellectual property law, international business, foreign direct investment, labor and employment law, corporate taxation and insurance, and so on, have been ours highly appreciated services of ours internationally prominent IPR law firm of India, which is located in Delhi. For a long time, we have been extending these expert and reliable services in cities all across India, and other countries worldwide, with inspiring success and high commendations. In this truly informative webpage, we are providing comprehensive and vital information about ours internationally reputed company registration services in India.

So far, almost all hugely popular and highly preferred forms of companies have been formed and established in all around the whole country of India, on behalf of Indian and foreign people and companies, inevitably including the varieties of the private limited companies, public limited companies, limited liability partnership companies, unlimited companies, One person Companies, joint ventures, mergers and acquisitions, and branch offices, project offices of international corporations in India and subsidiarycompany in India. These types of companies can be set up in any interested economic fields and anywhere in India, for doing businesses at regional, national, or worldwide levels. The section below offers more information about the process of company registration, and our dutiful and expert company registration services.

List of Documents Required for Company Registration in India

The process for registering a public limited company is almost the same as the private (pvt) company registration process. For registration of both these forms of limited companies, immediately concerned is the registrar of companies (ROC) appointed in the targeted State of India, under the Section 396 of the Indian Companies Act, 2013. Along with impeccable services for private limited company registrations, ours public company registration services too, are internationally reputed. For knowing the difference between the private limited company and the public limited company, please visit our other pertinent articles. All tasks and services that exist during the entire company registration process in India, are handled adroitly by ours well-experienced, expert, and internationally renowned company lawyers. The following are the main and most important documents required during the process of company incorporation in India:

·         Complete Personal Details, along with Proof of Identity and Address.

·         Director Identification Numbers (DINs)

·         Digital Signature Certificates (DSCs)

·         Minimum one and Maximum Six Proposed Names of the company, in order of preference (Form INC  1)

·         Form INC 7 (For Incorporation of a Company)

·         Form INC  22 (associated with the address of the company being registered)

·         Form DIR  12 (related with appointment of Directors)

·         MOA and AOA

REGISTRATION OF PRIVATE LIMITED COMPANY IN INDIA

REGISTRATION OF PRIVATE LIMITED COMPANY IN INDIA:

To Register a Private Limited Company in India, you have to fulfill the following requirements:

Minimum 2 Members.

Minimum capital for the Company should be Rs. 1,00,000/-

Members should have valid individual proofs and identity.

A valid address proof for your registered office address.

Apart from this a Private Limited Company should be properly named. Name of a company has a vital role, it should be unique and have to reflect the business of the company.

Name of a Company contains two parts- Prefix and Suffix. The Prefix should be unique and Suffix has to reflect your company’s main business nature. Check with MCA website to find you name availability, click here.

HOW DO I INCORPORATE MY PRIVATE LIMITED COMPANY:

To Incorporate a Private Limited Company, kindly follow the below four simple steps:

Step 1: Obtain DSC and DIN

To get started with formation of private limited company, you need to get a DSC- Digital Signature Certificate and once obtaining DSC you need to apply for DIN i.e Director Identification Number. This DIN is a unique eight number allotted to the respective Directors of the Private Company. You have to file an e-form DIR-3 to get an DIN, to download the necessary form click here.

Step 2: Name Reservation

For a Private Limited Company you have to apply with six names to the Registrar of Companies i.e. RoC and any one name from the six would be approved. Name has to be applied through Form INC-1 along with the prescribed fee. To know your fee, click here.

Step 3: Submission of Legal Documents

After the allotment of name, in order to complete the process of company registration, you need to draft MOA, AOA and other legal documents, which has to be submitted along with valid registered office address proof. If you don’t have the proof during incorporation, you can submit after incorporation but within 30 days from the date of receipt of Certificate of Incorporation.

Step 4: Certificate of Incorporation

When all the necessary documents are being submitted to the Registrar of Companies, the RoC after verification of documents would issue the Certificate of Incorporation.

POST INCORPORATION PROCESS

The Incorporation is over after the receipt of Certificate from the Registrar of Companies, but Private limited Companies needs to follow certain Post incorporation compliance which is mandatory.

The post incorporation compliance would be as following:

File form for Commencement of Business.

Registered Office address of the Company.

Appointment of Auditor for your company.

Maintenance of Statutory Registers and records.

Convening First Board Meeting and recording it in Minutes Books of the Company.

Apart from this a Private company has to file the Annual returns to the RoC annually without fail. If you need assistance for the above you can avail our retainer services or if you need more information you can check our Start-up tool kit.

To understand the private limited company procedural aspects of same in easy manner, check out our infographics.

If you have any doubts kindly get in touch with us by filing a simple form given in this page http://www.companyformationindia.com/contact-us.html . Our team member would contact you within short span of time to answer your doubts.

THE COMPANIES (AMENDMENT) ACT, 2015 – HIGHLIGHTS

THE COMPANIES (AMENDMENT) ACT, 2015

After implementation of New Companies Act 2014, the Government has made changes in provisions of the New Companies Act 2014 and published “Companies Amendment Act 2015” on 25.05.2015.  This Act came into force on 26.05.2015. The amendment has been made in the requirement of paid up capital, common seal, filing e-form INC-21 with the Registrar for commencement of business,  passing of special resolutions in certain cases and many more requirements which shall not apply henceforth.

Following is the list of comparison between the changed provisions.

Sr. No.	Amendment to Sections	The Companies Act, 2013	The Companies Amendment Act 2015
1	Section 2 Clause 68	Definition of Private Limited Private limited company means company “having minimum paid up share capital of one lakh rupees” or such higher paid up share capital	(i) in clause (68), the words “of one lakh rupees or such higher paid-up share  capital” shall be omitted
2.	Section 2Clause 71	Definition of Public company Private limited company means company which  (a) is not a private limited (b) has a minimum paid up share capital of five lakh rupees or such higher paid up share capital	(ii) in clause (71), in sub-clause (b), the words “of five lakh rupees or such higher paid-up capital,” shall be omitted.
3.	Section  9	Effect of registration	the words “and a common seal” shall be omitted.
4.	Section 11	Commencement of business The company shall be required to file e-form 21 before commencement of business or exercising its borrowing powers.	Section 11 of the principal Act, shall be omitted Filing of e-form 21 with Registrar of company before the commencement of business or exercising its borrowing powersis not required.
5.	Section 12	Registered office of company clause 3(b)“have its name engraved in legible characters on its seal”	In section 12 of the principal Act, in sub-section (3), for clause (b), the followingclause shall be substituted, namely:—“(b) have its name engraved in legible characters on its seal, if any;”.
6.	Section 22	Execution of bills of exchange Refer sub-section (2) of Companies Act 2014 which reads as follows : (2) A company may, by writing under its common seal,authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India;3) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company and have the effect as if it were made under its common seal.	In section 22 of the principal Act,—(i) in sub-section (2),—(a) for the words “under its common seal”, the words “under its common seal, if any,” shall be substituted;(b) the following proviso shall be inserted, namely:—“Provided that in case a company does not have a common seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.”(ii) in sub-section (3), the words ‘‘and have the effect as if it were made under its common seal” shall be omitted.
7.	Section 46	Certificate of shares Clause (1) of Section 46 read as follows(1) A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of the person to suchshares.	In section 46 of the principal Act, in sub-section (1), for the words “issued under the common seal of the company”, the words “issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company  Secretary” shall be substituted.
8.	Section 76	Acceptance of deposits from public by certain companies Earlier Section 76A section was not implemented.	Section 76A after Section 76 is inserted Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section 73,—(a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and(b) every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both:Provided that if it is proved that the officer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceivethe company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.”.
9.	117	Resolutions and agreements to be filedSub section (3) (g) the resolutions passed in pursuance of sec section (3) of Section 179 and	In section 117 of the principal Act, in sub-section (3),—(i) in clause (g), the word ‘‘and’’ occuring at the end shall be omitted;(ii) after clause (g), the following proviso shall be inserted, namely:—“Provided that no person shall be entitled under section 399 to inspect orobtain copies of such resolutions; and”.
10.	123	Declaration of Dividend There were only three proviso.	In section 123 of the principal Act, in sub-section (1), after the third proviso, the following proviso shall be inserted, namely:—“Provided also that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.”