Name change of Pvt. ltd. company

Manoj kumar sahu (Querist) 31 May 2011 This query is : Resolved
hello sir/friends

i wanted to know about the procedure to change the name of the pvt. ltd. company. and what r the requirements of the same please tell me in detail wht form one need to fill and other requirements.
and one more thing company also wanted to add INDIA in its brand name
i.e. sunflower pvt ltd. wanted to change there name as Sunflower India pvt. ltd.

so please tell me the details for the same

thanking you

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A V Vishal (Expert) 31 May 2011
The change of name is permitted with the approval of shareholders by way of a special resolution and the approval of the Registrar of Companies. The change of name can be on company’s own motion or on direction of a Regional Director. The change of name involves the following procedure: -

1. Board Resolution indicating desire to change.The desire to change the name is the first step. Such a desire is to be
manifested by way of a Board Resolution. It is, therefore, necessary to pass a board resolution indicating few references, subject to the approval
of the shareholders and Registrar of Companies. In the same resolution, a
director or secretary should be authorized to make necessary application to the Registrar of Companies.

2. Application in Form 1-A

For ascertaining availability of name out of the chosen preferences, an application in Form 1-A is to be made. The guidelines issued by the Central Government for availability of the name are to be followed. The name chosen should not be identical with the name of any existing
company. The application form should be accompanied with a fee of Rs.500/- , a copy of the Board Resolution, copy of last annual accounts and a copy of Memorandum & Articles of Association.

3. Special Resolution for Change of Name

Once the Registrar of Companies makes available the new name, the company has to obtain approval of the members by passing a special resolution in a general meeting. The approval of members by a special
resolution is, however, subject to approval of the Central Government,
which is necessary in terms of provisions of Section 21 of the Act. The special resolution passed must be filed with the Registrar of Companies alongwith Form No. 23.
4. Issue of Fresh Certificate of Incorporation

After receipt of approval of the Registrar of Companies, the original certificate of incorporation is required to be surrendered with the ROC for issue of a fresh certificate of incorporation consequent upon the change of name of the company. The change of name is effective only after the issue of such a certificate by the ROC.

5. Changes in Memorandum & Articles of Association

The change in name of the company leads to amendment in Memorandum & Articles of Association, which must be carried out. The
change is also to be carried out in all books, documents, sign boards, common seal, letter heads etc.

6. Abbreviated Names

The new companies are not allowed to have abbreviated names. Only existing companies, which are well known by such abbreviated names are permitted to have abbreviated names.