ALTERATION IN NAME CLAUSE OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT, 2013

STEPS FOR ALTERATION IN NAME CLAUSE OF MEMORANDUM OF ASSOCIATION

 STEP-I

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

STEP-II 

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.

STEP-III 

File form INC-1 with ROC for approval of name:

ATTACHMENTS:

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

STEP-IV 

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

 STEP-V 

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.

STEP-VI

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.

STEP-VII

 Call Extra-Ordinary General Meeting: Give Atleast 21 clear days Notice of Extra-ordinary General Meeting along with explanatory statement through Electronic Mode or in Writing to:

• All the Directors of Company.
• All the Members of Company.
• Auditor of Company.
• The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
• Authorize Director & Company Secretary of company to issue notice of EGM.

STEP-VIII

 Hold Extra-Ordinary General Meeting:

• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)]
• Approval of Alteration in MOA & AOA.

STEP-IX

 File E-form MGT-14 within 30 days of passing of Special Resolution.

ATTACHMENTS:

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

File E-form INC-24 within 30 days of passing of Special Resolution

ATTACHMENTS:

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

STEP-X

After completing Above Procedure ROC will issue a New Certificate of Incorporation

in form No. – 25. (Rule-29 of THE Companies (Incorporation) Rules, 2014). Name will

be effective from the date of issue of Certificate.

Documents Required;

1. Board Resolution
2. Significance of New Name
3. Notice EOGM along with Explanatory Statement
4. Altered MOA AOA
5. Latest MOA AOA of the Company
6. Certified true copy of Special Resolution

 

By CS Deepanshu Arora

Author can be reached at arora.deepanshu93@gmail.com

09643955460