It’s essential to have a professional branding strategy in today’s business environment. Companies change over time and so do their products and values. Memorandum of Association is the best to reach the world strategy for your business.

Sometimes this can be a sign that a company should change its company name to reflect the company’s values in a better way. When done correctly, transferring your business name can be a rewarding and exciting task.

The following steps can be taken to change the business name of a company after incorporation:

• • Conversion from private to public, or

• • Conversion from public to private, or

• • Name change from XYZ Private Limited to ABC Private Limited

• • Any other mode of restructuring that is as allowed according to Companies Act. 

Alteration In Memorandum Of Association To Allow For A Name Change:

If a company intends to change its business name, it must comply with Section 13 (2) and Section 4(2) and 3 (3) of the Companies Act 2013 as well as Rule 8and 29(1), 29 (2) of Companies (Incorporation), Rules, 2014.

Change of name is prohibited under these circumstances:

The following are prohibited circumstances from allowing company name changes as per Rule 29(1) and (2) of Companies (Incorporation), Rules 2014.

• • The Company has defaulted in filing its annual returns or financial statements or any document due for filing.

• • Company has defaulted in repayment of matured deposits.

• • Company has defaulted in repayment of interest on debentures.

Companies Are Required to Get the Following Approvals for Company Name Change:

Board approval: A Board meeting must be convened to pass a resolution for change of name of the company or via circular resolution with requisite majority.

Shareholder Approval: Company name change must be approved by shareholders of the company through a special resolution at the Extra-Ordinary General meeting or through Postal Ballot or through Video Conferencing. A Special Resolution will be filed with ROC using e-form MGT-14.

Approval of Central Government: The power of Section 13(2) to the Central Government has been delegated by the Registrar of Companies. The company must file the e-form INC-24 Application to Central Government for approval for changing of name. If the change is to add/remove the word “private” from the company’s name, approval by the Central Government will not be required.

Company Name Change Procedure:

• • Call a Board Meeting after notifying all directors at least seven days prior to the date of the Board Meeting. Pass the Board Resolution for Selection and Authorize the Director of Company to submit ROC-approved RUN Applications

Verify the availability of company names:

After you’ve finalized the company name, it is time to determine if it is available for your company.

Check According to Section 4(2) of the companies Act 2013, Section 4(2) Explain that 

• • Name must not be identical or too nearly resembles with an existing company name registered under any company law,

• • if it or will constitute an offence under any law that is in force at the time or,

• • Must not be undesirable according to the Opinion of Central Government 

You can check name availability by going to MCA > MCA Services> Company Services > Check Company Name. You can type the name of your company to check.

Names proposed should be original and distinct from registered trademarks. you need to do public Search of Trademark on https://ipindiaonline.gov. website.

Fill out the RUN Application:

RUN option available under MCA Services. This is a MCA post login service, so sign up on MCA website. After logging in select “RUN Application”.

Next page will open when you click RUN Application. Here you must enter the CIN and the Proposed Name of the Company (company can apply up to two names simultaneously). In the Comment section, you should provide a summary of the company’s objects

Attachments are required:

• • Name selection by the board.

• • If the proposed name is identical to an existing company name, NOC from company.

• • If the name of the trademark owner is identical to it, you will need to get a NOC.

Notify us that only one file can be uploaded as an attachment. The Form Size must not exceed the allowed size which is 6MB.

Click the “Auto Check” button to begin the first level of automatic scrutiny. For reservation of name, we must submit RUN application. You will need to pay Rs.1000 fees after you submit RUN for each submission.

Once a name has been approved by the Central Registration Centre (CRC), it is reserved for a maximum of 20 days. You can also reserve the same for up to 60 additional days by paying fees.

• • Hold general meetings and pass special resolution for name change and approval of Alteration of Memorandum of Association.

Fill out Form MGT-14

The company must file e-Form MGT-14 at ROC within 30 Days of the passing of Special Resolution for Change of Name at General Meeting.

• • Certified true copies of the Special Resolution & the explanatory statements annexed to the notice

• • Notice of Meeting Copy which is send to members along with all the annexure

• • Copy of the Proposed Articles of Association & Memorandum of Association

• • Copy of Attendance sheet of General meeting

• • Shorter notice consent, if any.

The e-Form MGT-14 can be digitally signed by either the Director/Manager/Company Secretary/CEO/CFO.

For Alteration in memorandum of association and articles, the form will not be processed in a non-STP mode.

• • Fill Form INC – 24

The company must file INC -24 within 30 days after filing MGT-14 for passing of Special Resolution, it shall file Form INC -24 with ROC along with the following documents:

• • Modified in memorandum of association and articles.

• • Certified true copy of Special Resolution

• • Notice of General Meeting and Explanatory Statements

• • Certified true copy of Minutes of the General Meeting where the special resolution was passed.

The digital signature of the director/manager/company secretary/CEO/CFO is required for the INC-24 e-Form. In non-STP mode, the form will be processed at the Registrar of Companies.

For filing e-Forms INC-24, there is a fee that can be checked at MCA Site

FREQUENTLY ASKED QUESTIONS(FAQs):

Q. What is the deadline for a company to use its old name following a name change?

– Two years is the minimum time that a company must mention its old name and any names that have been changed.

Q. What are the provisions for the Change in Limited Company’s name?

The Central Government’s power under Section 13(2) has been transferred to the Registrar of Companies. The company must file the e-form INC-24 Application to Central Government for approval for company name change. If the change of business name involves the addition/deletion of “private” words to the company’s name, Central Government approval will not be required.

Q. What is the reservation period for names reserved for change in the name of an existing company?

A name approved is valid for 60 days after the date of application.

Q. Is it allowed to submit a second submission in RUN?

Yes. One Resubmission in RUN is permitted. A resubmission must be filed within 15 Days.

Q. When change in Name of Company is not allowed?

     Change of name Company shall not be permitted to a company which: –

• • Has not filed annual returns or financial statements due to be filed with the Registrar.

• • Has not paid matured deposits and interest thereon

• • Has not repaid debentures and interest thereon

Q. Are company names trademarked?

    Yes, company names can be trademarked. A trademark registration has many benefits, including the exclusive right of use, right to sue and avoidance of infringement. It also preserves brand authenticity.

Q. Which resolution is to be passed by a company to change its name?

The company can change its name by passing a special resolution (Section 13(2)) at the general meeting and with the approval of Central Government.

Q. What are the examples of change of name of company?

Name of Some companies which have changed their names are as follows:

The MOA is the supreme legal document which governs all relations between the company’s and the outside world. It is also known as the constitution or charter of a company. It is a public document that can be inspected by anyone. Generally, Available at the registered office of the company. The MOA prohibits companies from doing anything that might be considered illegal.

Capital Clause of memorandum of association

It identifies the share capital of the company and the division of that capital into fixed-price shares. It also identifies the maximum capital a company can raise. This is also known as the authorized capital or nominal capital.

A company cannot raise capital beyond the Capital Clause of memorandum of association. Issue capital cannot exceed this limit. If a company plans to do this, they must first alter the MOA to increase the authorized share capital.

The Capital Clause of memorandum of association provides information on the type and number of shares owned by the company, as well as the face value of each share.

Here’s an example of a capital clause within a Memorandum:

“V. The authorized share capital of the company shall amount to Rs. 1,00,000. (Rupees One Lakhs) Divided into 10,000 (Ten Thousand) equity share of Rs.10 (Rs Ten each).

Applicable provision:

The MOA will be amended by the company. They must comply with Sections 61 and 64 of Companies Act of 2013, and Rule 15 of Companies (Share Capital & Debenture Rules of 2014).

A limited company with a share capital can make alteration in its capital clause of memorandum of association according to Section 61(1):

• • Increase its authorized share capital by such amount as it thinks expedient;

• • Consolidate and split all or part of the share capital into shares of a larger amount than its existing shares;

• • Convert fully-paid-up shares into stock and then reconvert the stock into fully-paid-up shares of any denomination;

• • Sub-division of its shares into shares of smaller amount than is fixed by the memorandum.

• • Cancelling shares that have not been taken by anyone is not a reduction in share capital.

Note: If only the modification relating to such consolidation or division resulted in a change in voting percentage, then the approval by Tribunal was required and not other alterations.

Procedure for increasing authorized share capital

• • The articles of association must allow the company to increase its authorized share capital. The company must make sure that there is a provision in its articles of association to allow for the increase in authorized share capital.

• • For convening a Board Meeting, issue notice according to Section 173(3) of Act

• • To consider and approve increase of Authorized share capital of company

• • To fix the day, date, time and venue for the general meeting of the Company

• • To approve the draft notice of general meeting along with explanation statements as required by Sections 101 and 102 of this Act.

• • To authorize Director or Company Secretary to sign and issue notice of the General meeting

• • Notify all directors, members and auditors of company of the general meeting.

• • General meetings are called to pass resolution for the increase in authorized share capital.

Special resolution is required if an increase in share capital results from alteration in articles of association. Ordinary resolution must be passed in all other cases.

• • Within 30 days of the passing of the ordinary resolution, file Form SH-7 to the Registrar with all the required fees.

• • The company must file SH-7with ROC within 30 Days of passing of the ordinary Resolution. Fees as mentioned in the Companies (Fees for filings with Registrar of Companies Rules, 2014) and following documents are required:

• • Copy of the resolution to alter capital

• • Copy of Central Government order

• • Modified memorandum of association

• • Alteration in Articles of association

After filling out all details in e-form SH-7 click the Pre-fill button MCA System displays the amount of stamp duty that must be paid on e-form SH-7 based upon the state wise stamp rules.

The digital signature of the Director/ Manager/ Company Secretary/ CEO/CFO on Form SH-7 can be done by the office of Registrar of Companies in non-STP mode.

Q. How can I increase the authorized share capital?

Authorized share capital may be increased by company only after it has been authorized by its Articles of Association, and after approval by members through an ordinary resolution at the general Meeting of the company.

Q. How much are fees charged for authorized capital increases?

The fees for increasing the authorized capital are broken down into three parts.

Normal fees – Depends on the Company’s existing authorized Share Capital.

MOA registration fee: Depending on the Company’s share capital and type (small or large company)

Stamp duty – Depends on stamp act applicable in the state where the registered office of Company is located.

Q. Which resolution is passed to increase the authorized share capital?

A special resolution is needed if the increase in share capital results from alteration in articles of association. Ordinary resolution must be passed in the absence of such an event.

Q. Which modification require approval by Tribunal?

Only the modification relating to the consolidation or division that results in a change in voting percentage of such shareholders is required approval by Tribunal.

Q. How do I alter the (MOA), Memorandum of Association for Object Change of the Company

MOA (Memorandum of Association) defines the company’s constitution, powers and objectives. It also outlines its relationship to the outside world. It is the basis of the company’s structure.

The purpose and activity of the company’s incorporation can be described as object. Any business that falls within the scope of an object clause will be considered intra vires.

However, any business not in the object clause’s range would be considered ultra vires. Even if shareholders vote with majority, it cannot be resolved.

A company may make alteration in the object clause after incorporation. This could be done by adding, deletion, modification, substitution or any other method.

For changes to the object clause of memorandum of association, please refer to these provisions:

If a company intends to modify the object clause of memorandum of association, they will need to adhere to the provisions of Section 13 and Rule 32 of Companies (Incorporation), Rules 2014.

Procedure to Alteration in object clause of memorandum of association in a private limited company

• • Convene a board meeting: Notify every director at the company’s registered address at least seven days in advance of any meeting. It must include the time, day, date, and venue.

• • Hold the board meeting:

• • Proposed new objects of the company

• • Pass board resolution after Selection of Object

• • To set the day, date, time and venue for holding the general meeting of company

• • Approve notice of the general meeting and authorize the company secretary or another officer to issue notice on behalf of the Board.

• • Notify all members, directors, and auditors of the company of the general meeting. Notice of EGM must be sent at least 21 days prior to the actual date of EGM. EGM may be called with shorter notice if the consent of at minimum a majority of shareholders and 95 % paid-up shares capital of the company.

• • Call for a General Meeting to be Convened and Held

• • Pass Special resolution [Section 114(2)] required for approval of any change in the object clause of memorandum of association of the Company.

• • Any Director of the company may authorize any other person to fill out e-form MGT-14.

Filling Form MGT-14 with ROC

The company must file e-Form MGT-14 at ROC within 30 calendar days of the passing Special Resolution at General Meeting.

MGT-14 First Download Form from MCA Portal (www.mca.gov.in).

After filling out all details, applicants need to attach these documents:

• • Copy of the special resolution and the explanation statement attached to the notice of meeting

• • An Altered copy of the memorandum of association.

The e-Form MGT-14 can be digitally signed by either the Director/Manager/Company Secretary/CEO/CFO.

For Memorandum of Association, the form will not be processed in standard TTP mode.

• • Only a special resolution can be used to effectuate a change in the objects of the company.

• • The Registrar of Companies will issue a certificate of registration for the Alteration of memorandum of association. MCA-21 allows users to click MCA Services> Document Related Services >Get certified copy.

• • Each copy of the memorandum of association of the company that is in the office must be amended.

Q. What is the meaning of ‘Ultra Vires’?

Ultra Vires is a Latin word that means “beyond what the powers of”. The MOA for the company defines the purpose of the company. A company’s act cannot go beyond the object clause or it will be declared illegal. Even if shareholders vote for a special resolution, it cannot be solved.

Q. How can I change the main purpose of my company?

Company may change an object by passing a special resolution at the general meeting of the company. Company with more than 200 members must pass special resolution via postal ballot.

Q. How do I change the object clause in a private limited company

Private limited company can change its objects as stated in its Memorandum of Association. This is done by passing a special resolution at the General Meetings of company. The company must file MGT-14 with ROC within thirty days of passing the special resolution.

Q. Which resolution can be used to effectuate the change in objects?

Only a special resolution can be used to effectuate the change in objects.

Q. How many clauses are there in the memorandum of association?

There are six clauses of MOA which are as follows: –

1. Name clause of MOA

2. Clause Registered office or Situation clause of MOA

3. Object Clause of MOA

4. Liability Clause of MOA

5. Capital clause of MOA

6. Subscription clause of MOA

Q. What is Memorandum of Association explaining two clauses?

 It defines the scope and object of the company.

1. Registered office clause of memorandum of association: –

The name of the state in which the company’s registered office is located is specified in this clause.

2. Object Clause of memorandum of association: –

Each company have specific business which they will run after a company is Registered.

Q.   What is the association clause?

This is the last clause of Memorandum of association (also known as Subscription Clause of memorandum of association). 

Public company – Signed by at least 7 or more people.

Private company – Signed by at least 2 or more people.

OPC – Signed by 1 person

Q. What is the Purpose of MOA?

The Memorandum of Association of a company defines the constitution and the scope of powers of the company. In simple words, the MOA is the foundation on which the company is built. The main purpose of an Memorandum of Association (MOA) is to illustrate the objectives of a company and the scope of its activities. The Memorandum of Association (MOA) can hence also limit the activities of a business.

Q. Is the Memorandum of Association and Articles of Association of a company the same?

Q. What is the Liability of MoA?

The liability clause is one of the most important and mandatory clauses in an MOA. This clause explain the kind of Liability members of the company will have in case the company faces losses and has to wind up. There are 3 types of liability as follows: –

1. Limited by Shares

2. Limited by Guarantee

3. Unlimited Liability

Q. What is the Name clause of Memorandum of Association?

The Name Clause of Memorandum of Association states the legal name of a company. A company cannot adopt a name identical in any manner to any existing company also, there are some words which are strictly prohibited by the Government of India. The Word “Private/ Limited” should be in end of any Private Company/ Public Limited Company, as the case may be.