About Alternation of MOA for Changing Company Name

In today's business with diminishing marketing budgets and increasing competition, it’s more important than ever to get your branding right. As companies grow and alter over time, so do their values and products. 

Sometimes, this alteration can serve as an indicator for a company that they should change their company name to something else that reflects the values of the company in a much better way. Transferring your business name is an exciting, rewarding endeavor—when it’s done right.

After incorporation company may change its business name in the following way:

• By Conversion from private to public, or
• By Conversion from public to private, or
• Change of name from XYZ Private limited to ABC private limited.

Applicable provisions for Alternation of MOA for change of name:

The company intended to make changes in the business name of the company will have to comply with the provisions of Section 13 (2) read with Section 4(2) and 4 (3) of the Companies Act 2013 and Rule 8

and 29(1) and 29 (2) of the Companies (Incorporation) Rules, 2014

Change of name Prohibited under the following circumstance

As per Rule 29(1) and (2) of the Companies (Incorporation) Rules, 2014, company name change shall not allow to following circumstances:

• The company has not filed financial statements or annual returns due for filing with the Registrar
• The company has failed to pay matured deposits or interest thereon
• Company has failed to repay debentures or interest thereon

Approvals required in a change of name with MOA:

The companies are required to obtain the following approvals in respect of the company name change procedure:

Approval of Board of Directors: The first step in carrying a change of name, is the approval of the change of name by the Board of the companies. Board Resolution is passed for the selection of Names at their Meetings.

Approval of Shareholders: company changing name need to be approved by the shareholder of the company by way of the special resolution passed at the general meeting of the company. Special Resolution will be filed with ROC in e-form MGT-14.

Approval of Central Government: The power of the Central Government under Section 13(2) has been delegated to the Registrar of Companies. Company shall file e-form INC-24 Application for approval of Central Government for changing of the name. Approval of the Central Government is not required if the change relates to the addition/deletion of the words “private” to the name of the company.

Company name change procedure with MOA:

Hold a board meeting after giving notice to all the directors of the company at least 7 days before the date of the Board Meeting and Pass Board Resolution for the Selection of Names and Authorize to Director of the Company to make RUN Application with ROC for Name approval

 Check the availability of names of the company:

Once you finalize the new company name, you have to figure out if it is available for your company.

Section Section4(2) of the Companies Act, 2013 provides that a company cannot be registered by a name that:

• is identical to the name of an existing company registered under this Act or any previous company law:
• will constitute an offense under any law for the time being in force or,
• is undesirable in the opinion of MOA the Central Government.

For checking name availability, you can go to MCA > MCA Services > Company Services > Check Company Name. You can write the name of your proposed company and check.

Proposed selected names should be unique and different and not similar to registered trademarks.  you need to do a public trademark search on https://ipindiaonline.gov. website.

3.     File form RUN Application:

RUN option available under MCA Services. It is a post-login service of MCA, so register yourself on the MCA website. After logging in select “RUN Application”.

When you choose RUN Application next page will open in which you have to provide the CIN of the company and the Proposed name of the company (the company may apply a maximum of two names at a time) and in the Comment, the section provides a brief of the objects of the company

Attachments Required:

• Board resolution for selecting a name
• NOC from a company, if the proposed name is similar to the existing company name
• NOC from Trademark Owner, if a name is similar to an existing trademark

Note: only one file is allowed to be uploaded as an attachment and the size of the file should not exceed 6MB

For first-level automatic scrutiny, we have to click the ‘Auto Check’ of the proposed name. We have to submit a RUN application for the reservation of a name. After submission of RUN, you have to make payment of Government fees of Rs. 1000.

Once the name is approved by Central Registration Centre (CRC), the same is reserved for a maximum number of 20 days and can reserve for 20 more days by paying fees.

Hold General Meetings and pass special resolutions for change of name and approval of Alteration in MOA.

5.     File Form MGT-14:

The company needs to file e-Form MGT-14 with ROC within 30 days from the date of passing Special Resolution for change of name at the General Meeting along with the following attachment:

• certified copy of the special resolution and the explanatory statement annexed to the notice
• Copy of the Notice of meeting all the annexure
• copies of the Proposed Articles of Association and Memorandum of Association

The e-Form  MGT-14  is digitally signed either by the  Director/  Manager/Company Secretary/CEO/CFO of the company.

The form will be processed in the non-STP mode for Alteration of AOA and MOA

Fee for filing e-Forms MGT-14:

File Form INC – 24:

After filing form MGT-14, the company shall file Form INC – 24 with ROC within 30 days of passing of Special Resolution, along with the following documents:

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

The e-Form   INC-24   is digitally signed either by the   Director/   Manager/Company Secretary/CEO/CFO of the company. The form will be processed by the Registrar of Companies in non-STP mode.

Fee for filing e-Forms INC-24:

• After completing the Above Procedure ROC will issue a New Certificate of Incorporation in form of INC-25.

Q. Till what time a company is required to mention its old name after a name change?

For two years company is required to mention its old name with names so changed.

Q. Is the approval of the central government required for a change of company name?

The power of the Central Government under Section 13(2) has been delegated to the Registrar of Companies. Company shall file e-form INC-24 Application for approval of Central Government for company changing the name. Central Government approval is not required if the change of business name relates to the addition/deletion of the words “private” to the name of the company.

Q. For how many days is a RUN reserved name valid?

An approved name is valid for 60 days from the date of application.

Q. Is Resubmission allowed in RUN?

Yes. one Resubmission is allowed in RUN and resubmission shall be filed within 15 days.

Q. When transferring the business name of the company not allowed?

Transfer business name of the company shall not allow to following Companies

• Which has not filed financial statements or annual returns due for filing with the Registrar
• which has failed to pay matured deposits or interest thereon
• Which has failed to repay debentures or interest thereon

Q. Are company names trademarked?

Yes, company names are trademarked. There are several advantages to registering a trademark such as the exclusive right to use, right to sue, avoiding infringement, maintenance authenticity of the brand, and many others.

Q. How to change the company name?

The company can change the name with the approval of shareholders of the company by way of passing a special resolution at a general meeting of the company and with the approval of the Central Government by filing an e-form Inc-24 with ROC.

Q. List of Changes in company names

The following companies change their name:

Q. Can I change my company name?

Yes, you can change the company name by passing a special resolution at the General Meeting of shareholders and with the approval of the Central Government.

How to Alter the (MOA) Memorandum of Association for Change the capital of the Company

An MOA supreme legal document that governs relations between the company and the outside world. It is termed the charter of a company or the constitution of the company. It is a public document and may be inspected by anyone, usually at the registered office of the company. The company cannot do anything which is against what is mentioned in the MOA.

Capital Clause of MOA:

It Provides the share capital with which the company is being registered and its division into shares of a fixed amount. It also states the maximum capital that the company is allowed to raise; this is often also called authorized or nominal capital of the company.

the company cannot raise capital that is higher than the amount specified in the Capital Clause or issue capital can never exceed that limit. In case a company intends to do so; first, they need to alter the MOA by increasing the authorized share capital of the company.

The Capital Clause also provides the types of shares the company have, how many types of shares the company has, and the face value of each of the shares.

An example of a capital clause in a Memorandum would be as follows:

“V. The Authorized share capital of the company shall be Rs. 1,00,000(Rupees One Lakhs) divided into 10,000(Ten Thousand) equity shares of Rs.10(Rs Ten) each.

Applicable provision:

The company intended to alter the capital clause of the MOA will have to comply with Sections 61 and 64 of the Companies Act of 2013 read with Rule 15 of the Companies (Share Capital and Debenture) Rules of 2014.

According to Section 61(1), a limited company having a share capital may alter its capital clause in the following way:

• By increase in authorized share capital
• By consolidating and dividing all or any of its share capital
• By converting its fully paid-up shares into stock, and reconverting that stock into fully paid-up shares
• By sub-divide its shares,
• Canceling shares that have not been taken by any person shall not be deemed to be a reduction of share capital.

Note: If only the alteration relating to such consolidation and division resulted in a change in the voting percentage of such shareholders, then the approval of the Tribunal is required, and not any other alterations thereby.

Procedure for the increase in authorized share capital:

• The company has to ensure that articles of association empower it to increase its authorized share capital. If there is no such provision, then the company has to pass resolution at the general meeting as per section 14 of the Companies Act, 2013
• Issue notice as per the provisions of Section 173(3) of the Act for convening a Board meeting.
• Hold the board meeting to

Note: if the increase of share capital results in the alteration of articles of association special resolution is required. Otherwise, an ordinary resolution is to be passed.

File Form MGT-14 with the Registrar along with the requisite fees within 30 days from the date of passing the special resolution along with a certified copy of the special resolution and an altered copy of MOA and AOA.

Note: The requirement of form MGT-14 is applicable only when the company passes a special for alteration of the Article of Association.

After filling in all detail in the e-form SH-7, Click the Pre-fill button MCA System will automatically display the amount of stamp duty to be paid on e-Form SH-7 based on the state-wise stamp rules.

Form SH-7 is digitally signed by the Director/ Manager/ Company Secretary/ CEO/ CFO and will be processed by the office of the Registrar of Companies in non-STP mode.

Payment of stamp duty and one SRN for MOA Registration Fees

• Make changes in the capital clause in all the copies of the memorandum and articles of association of the company.

Q. How to increase authorized share capital?

The company may increase its Authorized Share Capital, only if it is authorized by its Articles of Association and after obtaining approval of members by ordinary resolution passed at the General Meeting of the company.

Q. How much are fees paid on the authorized capital increase?

Fees for an increase in authorized capital are divided into three parts:

Normal fees: Depends upon the existing authorized Share Capital of the Company. MOA registration fees: Depends upon existing share capital and type (small company and Big company) of the Company.

Stamp duty: Depends upon the stamp act applicable on the respective state in which the registered office of the Company is situated.

How to Alter the (MOA) Memorandum of Association for Object Change of the Company?

MOA (Memorandum of Association) Defines the company’s constitution, powers, objectives for which it is formed, and its relationship with the outside world. It is the foundation of the company’s structure. The object can be defined as the purpose and area of activity for which the company is being incorporated. Any business falling within the area of the object clause would be intra vires but any business not falling within the area of the object clause would be ultra vires. It cannot be resolved even if the shareholders pass a special resolution with the majority of the votes. After the incorporation of a company, it may want to change the object clause by way of addition, deletion, modification, substitution, or in any other way.

Applicable provisions for change in object clause:

A company intending to make changes in the object clause of MOA will have to comply with the provisions of Section 13 read with Rule 32 of the Companies (Incorporation) Rules, 2014.

Procedure for change in object clause of private limited company:

Issue notice at least 7 days before the meeting to every director of the company at his address registered with the company and it must contain the time, date, and venue for the meeting.

Convene and hold board meetings to:

• Pass a resolution for approving the proposed amendments to the objects clause of the MOA.
• To fix the time, date, and venue for holding the general meeting of the company
• approve notice of the general meeting and authorize the company secretary or other officer to issue the notice on behalf of the Board.
• Issue notice of the general meeting to all the members, directors, and auditors of the company. Notice of General Meetings needs to be given at least clear 21 days before the actual date of General Meetings. General Meeting can be called on Shorter Notice with the consent of at least a majority in number and 95 % of the paid-up share capital of the company.
• Convene and hold a General meeting to:
• Pass a special resolution for approval of the change in the object clause of the company If the Company has more than 200 members are, required to pass the special resolution by way of postal ballot.
• Authorize any Director of the company to file e- form MGT-14

5. Filing of Form MGT-14 with ROC:

The company needs to file e-Form MGT-14 with ROC within 30 days from the date of passing the Special Resolution at the General Meeting.

First download form MGT-14 from the MCA portal (www.mca.gov.in) i.e Home> MCA services> E-filing > Company forms download.

After filling in all the details applicant needs to attach the following documents

• copy of the special resolution with the explanatory statement annexed to the notice of the meeting
• an amended copy of a memorandum of association.
• The e-Form MGT-14 is digitally signed either by the Director/ Manager/Company Secretary/CEO/CFO of the company.

Fee for filing e-Forms MGT-14:

The form will be processed in the non-STP mode for the Memorandum of Association.

• The change in objects of the company shall be effective only on registration of special resolution.
• Obtain a certificate of registration of the alteration of the memorandum from the Registrar of Companies. Under MCA-21, the user may click MCA services> Document related Services >Get certified copy.
• Amend each copy of the memorandum of association of the company available in the office