In today’s dynamic business environment, companies often undergo transformation to stay relevant and competitive. Whether it’s due to a rebranding initiative, strategic pivot, merger, or expansion into new business areas, the need to change a company’s name or object clause becomes a critical consideration. In India, such changes must be executed in compliance with the Companies Act, 2013 and are mandatorily filed through the Ministry of Corporate Affairs (MCA) portal.

This article delves into the legal framework, step-by-step process, and professional insights for successfully altering a company’s name and object clause on the MCA platform.

1. Change of Company Name:

The procedure is governed under Section 13(2) and Section 13(6) of the Companies Act, 2013, along with Rule 29 of the Companies (Incorporation) Rules, 2014.

Step-by-Step Process for Name Change via MCA Portal

1. Board Resolution
   The Board of Directors must convene and pass a resolution to initiate the name change process.
2. Apply for Name Reservation (RUN Service)

File the RUN (Reserve Unique Name) form on the MCA portal to verify the availability and reserve the proposed new name. Attach the Board resolution and justification for the name change if any.

3. Once the name is approved, it is made available for 60 days to complete the entire process. Special Resolution by Shareholders is required to be passed by conducting an Extraordinary General Meeting (EGM). 21 days’ notice is required to be given for the EGM or else shorter notice consent is to be obtained from all shareholders.
4. File Form MGT-14 within 30 days of the resolution, along with:

• Certified True Copy of EGM notice and explanatory statement
• Signed Amended MOA and AOA incorporating the new name, with footnotes for the change made
• Attendance sheet of shareholders
• Consent Letter of shareholders in case of shorter notice
• Affidavit on Rs 100 stamp paper signed by 2 directors and notarised as per Rule 29 of the Companies (Incorporation) Rules, 2014

5. File Form INC-24 for issuance of new certificate of incorporation
   Attach the

• Signed Amended MOA and AOA incorporating the new name, with footnotes for the change made
• Certified True Copy of EGM notice and explanatory statement
• Attendance sheet of shareholders
• Consent Letter of shareholders in case of shorter notice
• Affidavit on Rs 100 stamp paper signed by 2 directors and notarised as per Rule 29 of the Companies (Incorporation) Rules, 2014

6. Upon approval, the Registrar issues a new Certificate of Incorporation bearing the revised name. The name change is effective from the date of issuance of this certificate.

You need to intimate the PAN authorities and Bank with the new name.  And further mention the old name along with the new name on the letterhead of the company for a period of 1 year.

       2.Change in Object Clause:

Regulated by Section 13(1) and Section 13(9) of the Companies Act, 2013. If the company has raised funds through a public offer and has unutilized funds, Section 13(8) also applies.

Procedure for Object Clause Modification

1. Board Resolution
   Approve the proposed changes at a board meeting.
2. Hold General Meeting by providing 21 days notice or else shorter notice consent to be obtained from all shareholders
   Convene an EGM to pass a special resolution approving the amendments.
3. File Form MGT-14 with ROC

Submit MGT-14 within 30 days along with:

• Certified True Copy of EGM notice and explanatory statement
• Signed Amended MOA and AOA with footnote for the change made
• Consent Letter in case of shorter notice of EGM

4.Registrar ApprovalOnce the ROC approves the changes, digitally signed certificate will be generated and the change will be effective from the certificate date.

Akansha Rathi and Associates (ARACS), Company Secretary Firm in Navi Mumbai is engaged into compliance related services. We have a team of experts who not only possess required skills and experience but also have worked in complex business environment and were engaged in providing complex solutions in terms of providing related Compliance services to our clients.