Procedure for Change in Name and Object Clause of Private Limited Company

A private limited company could decide to change the name to accommodate the new corporate identity. There are set down procedure for change of name of a company. The change affects a change in memorandum and article of association and name. Once a resolution is passed they need to ascertain the availability of the name.

Procedure of Change of Company Name (Act2013)

There are five clauses that need addressing in the memorandum of association. You have the capital clause, name clause. Others are liability clause, object clause and registration clause. The company can alter any of the clauses.

To alter the clause the company needs to pass a special resolution of the shareholders. This is applicable to all clauses except capital clause. The capital clause can be altered at an ordinary resolution of company shareholders.

Memorandum of Association Clauses

• capital clause
• name clause
• liability clause
• object clause
• registration clause

Registration Office Clause

The registration office clause could refer to situation clause. The situation clause is where jurisdiction of the State and ROC where registered office of the company is situated.

The Object Clause

The object clause is where the main activity of the incorporated company is mentioned

The Liability Clause and Name Clause

The liability clause is where the liability of members is mentioned.  The name clause is where the name of the company is mentioned.

How a Special Resolution is passed

To pass a special resolution the company needs to convene a meeting.  An issue of notice to call the Board of Directors is enshrined in the companies Act 2013.

Procedure to Change the Company Article of Association, Name

The board makes a resolution regarding specified change. They then approve and issue notice of general meeting.

The notice of general meeting is issued to shareholders, auditors and directors of the company. The general meeting is held and a special resolution is passed. The required documents are filled with the appropriate company registrars.

Step 1: Convene meeting of Board of Directors

Step 2: Issue of notice of General Meeting

Step 3: Hold General Meeting of Company Step

Step 4: Approval from Registrar of Companies

Once there is a special resolution of change of name by the company’s shareholders the article of association needs to be changed.

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