A company can change its name after obtaining approval from its board of directors, shareholders and central government.
In order to change the name, the memorandum and articles of association of the company will undergo alterations. The approval of the members of the company by passing of a special resolution is required for this purpose.
However, Central Government approval is not required in all cases. In accordance with section 13(2) of the Companies Act, 2013, any change in the name of a company shall not have effect except with the approval of the Central Government in writing: Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word "Private", consequent on the conversion of any one class of companies to another class.
Special resolution for change of name of company formats are given hereunder for your reference—
SAMPLE #1
In order to change the name, the memorandum and articles of association of the company will undergo alterations. The approval of the members of the company by passing of a special resolution is required for this purpose.
However, Central Government approval is not required in all cases. In accordance with section 13(2) of the Companies Act, 2013, any change in the name of a company shall not have effect except with the approval of the Central Government in writing: Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word "Private", consequent on the conversion of any one class of companies to another class.
Special resolution for change of name of company formats are given hereunder for your reference—
(In case of a Listed Company)
Item No. ...
To Approve the Change of Name of the Company:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.
“RESOLVED THAT pursuant to the provisions of Sections 4, 13, 14 & 15 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Management & Administration) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, any other applicable law(s), regulation(s), policy(ies) or guideline(s), the provisions of the Memorandum and Articles of Association of the company and the listing agreement entered into by the company with the BSE Limited and National Stock Exchange Limited (the "Stock Exchange") and subject to the approval of the Registrar of Companies, ............. (the “RoC”) and other regulatory authorities, as may be applicable, consent of the members of the company be and is hereby accorded to change the name of the Company from "(Old Name of Company)" to "(New Name of Company)".
RESOLVED FURTHER THAT post aforesaid approvals, the name "(Old Name of Company)" whereby occurs in the Memorandum and Articles of Association and any other documents of the company be substituted by the name "(New Name of Company)".
RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to make necessary application(s) and to sign, execute and file all such forms, papers and documents as may be considered necessary or expedient including appointing attorneys or authorized representatives under appropriate Letter(s) of Authority to appear before the office of the RoC and other regulatory authorities, as may be applicable, for making application to give effect to the foregoing resolution and to file required documents and information to the Stock Exchanges and such other authority(s) as may be required from time to time and to do all such acts, deeds and things as may be required in this connection.”
SAMPLE #2
(In case of a Listed Company)
Item No. ...: Change in the Name of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.
“RESOLVED THAT pursuant to the provisions of Section 4, 5, 13 and 14 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and any other applicable law(s), rule(s), regulation(s), guideline(s), the provisions of the Memorandum and Articles of Association of the company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approval of the Central Government and / or any other authority as may be necessary, consent of the members be and is hereby accorded for change of name of the company from "................. Limited" to ".................. Limited".
RESOLVED FURTHER THAT upon issuance of the fresh certificate of incorporation by the Registrar of Companies consequent upon change of name, the old name ".................... Limited" as appearing in Name Clause of the Memorandum of Association of the company and wherever appearing in the Articles of Association of the company and other documents and places be substituted with the new name "...................... Limited".
RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the company be and is hereby severally authorised to sign, execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of the company and to settle and finalise all issues that may arise in this regard and to do all such acts, deeds, matters and things as may be deemed necessary, proper, expedient or incidental for giving effect to the foregoing resolutions and to delegate all or any of the powers conferred herein as they may deem fit.”
SAMPLE #3
(In case of an Unlisted Company)
Item #... Change in the Name of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.
“RESOLVED THAT pursuant to the provisions of sections 4, 5, 13, 14 and 15 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules made thereunder, including any amendment(s) or re-enactment(s) thereof from time to time, and any other applicable law(s), rule(s), regulation(s), guideline(s), subject to the provisions of the Memorandum and Articles of Association of the company, and subject to the approval of the Central Government and / or any other authority as may be necessary, consent of the members be and is hereby accorded for change of name of the company from "................. Limited" to ".................. Limited".
FURTHER RESOLVED THAT subsequent to the issue of fresh certificate of incorporation by ROC, ......... for the change of name, the old name ".................... Limited" as appearing in the Name Clause and other places in the Memorandum of Association and wherever appearing in the Articles of Association of the company and other documents and places be substituted with the new name "...................... Limited".
RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the company be and is hereby severally authorised to sign, execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of the company and to settle and finalise all issues that may arise in this regard and to do all such acts and deeds as may be expedient or incidental for giving effect to the foregoing resolutions and to delegate all or any of the powers conferred herein as they may deem fit.”
.............................................
Relevant Resolution:
Board Resolution for Change of Name of the Company - available here
.............................................
NOTE: These resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.
SAMPLE #2
(In case of a Listed Company)
Item No. ...: Change in the Name of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.
“RESOLVED THAT pursuant to the provisions of Section 4, 5, 13 and 14 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and any other applicable law(s), rule(s), regulation(s), guideline(s), the provisions of the Memorandum and Articles of Association of the company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approval of the Central Government and / or any other authority as may be necessary, consent of the members be and is hereby accorded for change of name of the company from "................. Limited" to ".................. Limited".
RESOLVED FURTHER THAT upon issuance of the fresh certificate of incorporation by the Registrar of Companies consequent upon change of name, the old name ".................... Limited" as appearing in Name Clause of the Memorandum of Association of the company and wherever appearing in the Articles of Association of the company and other documents and places be substituted with the new name "...................... Limited".
RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the company be and is hereby severally authorised to sign, execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of the company and to settle and finalise all issues that may arise in this regard and to do all such acts, deeds, matters and things as may be deemed necessary, proper, expedient or incidental for giving effect to the foregoing resolutions and to delegate all or any of the powers conferred herein as they may deem fit.”
SAMPLE #3
(In case of an Unlisted Company)
Item #... Change in the Name of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution.
“RESOLVED THAT pursuant to the provisions of sections 4, 5, 13, 14 and 15 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules made thereunder, including any amendment(s) or re-enactment(s) thereof from time to time, and any other applicable law(s), rule(s), regulation(s), guideline(s), subject to the provisions of the Memorandum and Articles of Association of the company, and subject to the approval of the Central Government and / or any other authority as may be necessary, consent of the members be and is hereby accorded for change of name of the company from "................. Limited" to ".................. Limited".
FURTHER RESOLVED THAT subsequent to the issue of fresh certificate of incorporation by ROC, ......... for the change of name, the old name ".................... Limited" as appearing in the Name Clause and other places in the Memorandum of Association and wherever appearing in the Articles of Association of the company and other documents and places be substituted with the new name "...................... Limited".
RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the company be and is hereby severally authorised to sign, execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of the company and to settle and finalise all issues that may arise in this regard and to do all such acts and deeds as may be expedient or incidental for giving effect to the foregoing resolutions and to delegate all or any of the powers conferred herein as they may deem fit.”
.............................................
Relevant Resolution:
Board Resolution for Change of Name of the Company - available here
.............................................
NOTE: These resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.
This is quite useful for us students to learn how to draft resolutions. Thanks
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