Change of Name of Company

Following is the basic procedure to change the name of Company.

1. Name Availability

Company is required to file an application for availability of proposed name of the Company. This application is filed in RUN Application.

2. Shareholders Approval

Once the new name is reserved, shareholders’ approval is required to pass following special resolution.

- the change in name of the Company and to alter the Memorandum and Article of Association with regard to change in name of the Company

3. Central Government's approval

Once the shareholders' approval is obtained, the Company is required to file application in Form INC-24 to Registrar of Companies (ROC) within 30 days for shareholders' approval.

4. Issue of Fresh Certificate of Incorporation

Upon approval of application (as per point 3 above), the Fresh Certificate of Incorporation upon change of name will be issued by ROC.

Pre-requisites for change of name of Company

Pursuant to Rule 29 of Companies (Incorporation) Rules, 2014, the change of name shall not be allowed to a company which has defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.

Hence, before moving forward, it is necessary to complete pending filings of annual returns or financial statement, if any.

Steps to complete this Process

Step - 1: Send atleast 7 days' notice to hold Board Meeting

Step - 2: Hold the Board meeting at decided date for passing following resolutions

- to authorise any Director to file application for availability of new name (RUN Application)

- to approve change of name of the Company, subject to approval of Shareholders

- to decide the date, time and place for holding Extraordinary General Meeting (EGM) and issuing atleast 21 days' notice to all the shareholders.

Step - 3: File Application for availability of new name (RUN Application) with following attachments
- Board Resolution for availability of new name (refer Step - 2)
- Any other document as required on case to case basis

Step - 4: Upon approval of application, ROC will issue a certificate for reserving a new name

Step - 5: Hold an EGM at decided date for passing following special resolution

- to approve change of name of the Company and authorising any Director to file application to ROC for Central Govt's approval (Form INC-24) (Click here for format of resolution)

Step - 6: File Form MGT-14 within 30 days from the date of passing of resolutions in EGM with following attachments

- signed copies of Special Resolutions with Explanatory Statement

- altered Memorandum of Association

- altered Article of Association

It is to be noted that SRN of Form MGT-14 will be filled up in Form INC-24.

Step - 7: File Form INC-24 within 30 days from the date of passing of resolutions in EGM

- Minutes of EGM in which special resolutions were filed (refer Step - 5)

- altered Memorandum of Association

- altered Article of Association
- Declaration by Directors with respect to deposits, debentures etc.

Step - 8: Upon approval of application (Form INC-24) by ROC, ROC will issue a fresh certificate of Incorporation.

Incorporation of Limited Liability Partnership

Limited Liability Partnership

Limited Liability Partnership (LLPs) is the new form of business entity which is combination of traditional partnership and a Company. It has a feature of having partners with their liability upto the extent of their contribution. LLPs are governed by Limited Liability Act, 2008 and its corresponding rules. 

Basic Procedure to Incorporate a LLP

1. Digital Signature and DIN

It is mandatory to have atleast two Designated Partners (DP) at the time of Incorporation of LLP and throughout the existence of LLP. To become DP, it is necessary to obtain DPIN (DIN). You need to ensure that you should have atleast have two persons with DIN.

For filing necessary applications for LLP incorporation, Digital Signature (DSC) of alteast one person is required. However, it is advisable to have DSCs for all such persons who are promoting LLP.

2. Application for Name availability

Once the DIN and DSCs are in place, we need to apply for Name which you are looking for your new LLP. This is application is filed in Form 1 to Registrar of Companies (ROC).

3. Incorporation Application

Once the name is reserved, you need to file incorporation application with necessary documents in Form 2 to ROC.

4. Issue of Certificate of Incorporation

Upon approval of application (as per point 3), ROC will issue a Certificate of Incorporation and from the date of issue of this certificate, the LLP will be incorporated.

5. Filing of LLP Agreement

Within 30 days from the date of Incorporation, you need to file LLP Agreement in Form 3 to ROC.

Pre-requisites for incorporating a new LLP

1. Atleast Two Partners are required to incorporate a LLP.

2. Out of total number of Partners, atleast two partners shall have DIN and such persons shall become Designated Partners of LLP.

3. Atleast one of total partners should be resident Indian.

4. Digital Signature of atleast one person is required to file necessary incorporation applications.

Detailed Steps to incorporate a new LLP

Step - 1: Obtain DIN and DSC of atleast two partners (check procedure for obtaining DIN here)

Step - 2: Determine the proposed names for new LLP and the business for which LLP is being incorporated

Step - 3: File application for name availability for new LLP in Form 1. Details required for this application is as follows

- Maximum Six names can be given out of which one will be approved

- Object clause for new LLP shall be mentioned in detail (Search the object clauses Here)

- Total Capital contribution of the new LLP

Step - 4: File an application for Incorporation in Form 2. Following documents shall be attached.

- Subscribers sheet

- Consent letters in Form 9

- Proof of registered office

- Utility bill for registered office

Step - 5: Upon approval of Form 2, ROC will issue a Certificate of Incorporation of new LLP

Step - 6: Prepare LLP Agreement, pay applicable stamp duty on it and execute the agreement by partners. Once it is executed, file the LLP Agreement's copy to ROC in Form 3. Do you want to create LLP Agreement for free? Click here

Create Documents for Free without any hassle

You can fill up the form given below to prepare relevant documents for incorporation of LLP online which will save your precious time and most importantly WITHOUT ANY COST. 

If you want to fill up the form in separate tab, Click Here