Name Clause Alteration in Memorandum: Detail Analysis

In the corporate world, the legal framework is a significant part involved in the smallest amendment that can have a huge impact. One such aspect needs to be analyzed, which is an alteration of name clause in the memorandum.  In the present article, we will explain the Company amendment of the name clause in a memorandum. Understand the process with the corporate regulations.

Necessary documents required for the alteration of name clause in the memorandum

Here are the necessary documents required for the alteration of name clause in the memorandum:

• Affidavit signed by each company’s directors;
• Amended Memorandum of Association (MoA) and Alteration of Association (AoA);
• Board Resolution;
• Original copy of Special Resolution, which is certified;
• Notice for Extraordinary General Meeting (EGM), along with the attendance sheet, proxy form, and the explanatory statement;
• Minutes of EGM

Step-by-step Guidance for alteration of name clause in the Memorandum of Association (MOA)

Step-by-step procedure for change of name of company under Companies Act, 2013 in the memorandum:

• Need to pass a Board resolution for application of change of name where we can provide maximum 2 names;
• Application of name clause alteration is submitted to the Ministry of Corporate Affairs (MCA) V3 Portal, which is for change in name only. The Company needs to mention CIN along with the reasons for the adoption of new names, which is mentioned in the board resolution of the existing company applying for name alteration.
• After filling in the necessary details, submit the same. Then pay Rs. 1000/- fee to the MCA government only. One re-submission is permitted for it, in case the names are not as per the rules.
• Intimation by the side of MCA will come within three to four days of application, whether the names are approved or not. Then the company has to take action accordingly. In case the name provided by the company is not approved, the company has to re-apply for the same and resolve the discrepancy received by the government. In ase the names are approved then the company needs to follow further steps.
• The government-approved names are valid for 60 days from the approval date.
• The Company needs to conduct an EGM and pass a special resolution for the alteration of name, File form MGT-14 form within 30 days of passing a special resolution.
• Along with MGT-14 e-form, the Company needs to file another form INC-24 within 30 days of passing a special resolution.
• Further, when Form INC-24 is approved, the company will receive the intimation form from the Ministry, along with the new altered name.  

E-forms Involved

Here are two e-forms required for the alteration of the name clause of the memorandum of association:

• INC-24
• MGT-14

Certain Companies may not allow Alteration of the name clause

There are certain Companies, which are not allowed to alter the name clause of the memorandum of association:

• Companies who have failed to pay or repay debentures, matured deposits, or interest;
• Companies who have not maintained financial statements dues or filed annual returns for filing with the RoC.

Takeaway

Through the article, we got to know about the alteration of the name clause in a memorandum. From managing compliance with regulatory structure to protecting brand recognition, and market reputation, every facet of change in name clause demands meticulous attention and a strategic way. If failure to navigate then it puts the business at risk, ranging from legal disputes to erosion of shareholder trust.