Startup Salahkar

Puja Mohan & Associates
Company Secretaries

Change of name of Companies

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.