Procedure for Altering the Name Clause of the Memorandum of Association
Step 1: Convene a Board Meeting
Send a notice to all Board members at least 7 days in advance.
In the meeting, pass a resolution to authorize the Company Secretary or Director to file the application with the Registrar of Companies (RoC).
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Step 2: Apply for Name Reservation via RUN Service
As per Section 4(4) of the Companies Act and Rule 9 of the Companies (Incorporation) Rules, 2014, apply for name reservation via the RUN service on the MCA portal.
Submit two proposed names for approval, along with the prescribed fee of ₹1,000.
Step 3: Obtain ROC Approval and Name Availability Letter
Once the application is reviewed, the RoC will issue an approval letter confirming the availability of the name, valid for 60 days from the date of approval.
After receiving the approval:
Call a Board Meeting to:
Acknowledge the RoC’s name approval.
Fix the date, time, and venue for an Extraordinary General Meeting (EGM) to seek shareholder approval for amending the Name Clause in the Memorandum.
Approve the EGM notice, including the agenda and explanatory statement.
Authorize the Director or Company Secretary to issue the approved notice to shareholders.
Step 4: Conduct the EGM and Pass the Special Resolution
Hold the EGM and pass a Special Resolution to amend the name clause of the Memorandum of Association.
File Form MGT-14 with the RoC within 30 days of passing the Special Resolution. The following documents should be submitted:
Certified true copy of the Special Resolution.
Explanatory statement as per Section 102.
Altered Memorandum of Association.
Altered Articles of Association (if applicable).
Step 5: File Form INC-24 for Fresh Certificate of Incorporation
Submit Form INC-24 to the RoC within 30 days of passing the Special Resolution to apply for a fresh certificate of incorporation reflecting the new name.
Attach the following documents:
Minutes of the EGM.
Altered Memorandum of Association.
Altered Articles of Association (if applicable).
Current certificate of incorporation (optional).
Step 6: Obtain Approval from the Registrar of Companies
The RoC will review the submitted documents. If everything is in order, they will issue a fresh certificate of incorporation under the new name in Form INC-25.