Name Change of Company | MCA eForm INC-24 | Rule 29 of the Companies (Incorporation) Rules, 2014

Name Change of Company | MCA  eForm INC-24 | Rule 29 of the Companies (Incorporation) Rules, 2014 . When considering a name change for a Private Limited Company, compliance with MCA regulatory requirements is paramount. The Companies Act 2013 prescribed that a company must have filed its annual returns and financial statements with the Registrar and must not have defaulted on payments related to matured deposits, debentures, or their interest.  However, there is a provision for rectification. If these obligations have not been met, the company can still proceed with a name change upon fulfilling these requirements—submitting necessary documents or settling outstanding payments.
To initiate the name change of the company process, an application must be submitted using Form No. INC.24, accompanied by the requisite fee depending upon the Capital of the company. Following approval by MCA of form INC-24, the company will receive a Certificate of Incorporation under change of name in Form No. INC.25, reflecting the updated name Under rule 29 of the Companies (Incorporation) Rules, 2014. 
Under the Companies Act, 2013, a company can change its name for many reasons:

Conversion of Type: If the company changes its status from private to public, or vice versa.

Specific Name Change: When the company changes its name directly, such as from ABC Limited to XYZ Limited.

Restructuring: Any other restructuring allowed under the Companies Act that necessitates a name change.

The procedure for changing the company's name, as outlined in Section 13(2) of the Companies Act, 2013, involves specific steps that must be followed. These steps ensure compliance with legal requirements and include notifying shareholders, obtaining their approval through a resolution at a General Meeting, and updating official documents like the Memorandum of Association and Articles of Association.
The process for changing the name of a private Limited company following the Companies Act 2013 under Rule 29 of Incorporation read with Section 13(4) typically involves several steps such as

Apply for Name Approval (RUN):

Apply for name approval through the RUN (Reserve Unique Name) service provided by the Ministry of Corporate Affairs (MCA) subject to payment of INR 1000/-

Attach a CTC of the Board Resolution of the company stating the intent to change the name along with Object Change if any

Check for Trademarks:

Verify if any existing trademarks are like the proposed new name.

If similar trademarks exist, obtain a No Objection Certificate (NOC) from the trademark holder(s).

Attach the NOC, Board Resolution of the entity holding the trademark (if a company), and their KYC details.

Approval Validity:

Once the name is approved, it remains valid for 60 days from the date of approval and the company needs to complete the process of filing on INC-24 within this stipulated time.

Conduct Extraordinary General Meeting (EGM):

Send a notice of the EGM to all shareholders along with an explanatory statement under section 102 detailing the reasons for the name change.

Conduct the EGM and pass a Special Resolution to approve the alteration of the name clause in the Memorandum of Association (MOA) and Articles of Association (AOA).

File MGT-14:

File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the Special Resolution at the EGM.

Attach the notice and explanatory statement of the EGM, certified true copy of the Special Resolution, altered MOA, and AOA copy

Include a footnote in the altered MOA and AOA indicating the change and the date of alteration, along with the signatures of the directors.

File INC-33 and INC-34 subsequently along with MGT-14 which is the forming part of the form for change.

File INC-24:

Prepare and file Form INC-24 with the MCA -CPC.

Attach the notice and explanatory statement of the EGM, extract of the minutes of the EGM, altered MOA, altered AOA, and declaration from the director as per Rule 29 of Companies (Incorporation) Rules, 2014 by minimum 2 directors and is standard practice, often required by the Ministry of Corporate Affairs (MCA), to have these documents on stamp paper and notarized, ensures the authenticity and legal validity of the documents submitted to the regulatory authority.

Mention the approved SRN (Service Request Number) of the filed MGT-14 in the INC-24 form. (Note in case of Object Change and Name change separate MGT-14 shall be filed irrespective of the event date when all agenda passed in the same meeting or filing within 30 days.

Post-Filing Steps:

After filing INC-24, await approval from the ROC/CPC.

Upon approval, the new name will be effective, and an updated Certificate of Incorporation reflecting the new name will be issued by the ROC.

Important Key Points while Name change of the Company:

Ensure compliance with timelines specified under section 13(4) of the Companies Act 2013 and Rules 29 of Companies (Incorporation) Rules, 2014.

Maintain proper documentation at each stage of the process.

Connect with Compliance Calendar LLP to ensure all steps are correctly followed and for smooth approval of INC-24.

The above-cited process ensures that the company's name change is legally recognized and updated in all official records maintained by the ROC/MCA.
Some list of rejection codes and their descriptions that could be applicable when submitting an e-Form (such as INC-24) for approval of a name change under the Companies Act 2013 with MCA-CPC Now. These rejection codes indicate reasons why the authority concerned might reject the form.

Defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar.

The company has not filed its required annual returns, financial statements, or any other necessary documents with the Registrar of Companies.

Defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.

The company has defaulted in repaying matured deposits, debentures, or interest on these financial instruments.

Elaborate/justify the reasons for the change of name of the company.

The reasons provided for changing the company's name are not adequately explained or justified.

The proposed name has expired.

The proposed name for the company has exceeded its validity period (typically 60 days after approval).

Furnish a certified true copy of the special resolution approving the change of name of the company along with notice and explanatory statement.

The form does not include a certified true copy of the special resolution passed by the company's shareholders approving the change of name, along with the required notice and explanatory statement.

Furnish the complete list of members/shareholders of the company along with the number of shares held by the respective member/shareholder.

The form does not include a complete list of the company's members/shareholders, including the number of shares held by each.

Attach the MOA/AOA in legible form.

The Memorandum of Association (MOA) or Articles of Association (AOA) provided are not legible or clear or not attached although INC-33 & INC-34 are filed with respective forms MGT-14.

Furnish a certified true copy of the Board resolution authorizing such application.

The form lacks a certified true copy of the Board resolution authorizing the submission of the application for name change.

Furnish signed a copy of the minutes of the general meeting authorizing such alteration giving details of members with the number of votes who cast vote in favour or against the resolution.

The form does not include a signed copy of the minutes of the general meeting that authorized the alteration (change of name), specifying the voting details of members.

Furnish certified altered MOA/AOA in soft copy as well in form MGT-14

The altered Memorandum of Association (MOA) or Articles of Association (AOA) provided are not certified as required.

Furnish approval from regulatory authority/department if any.

Approval from relevant regulatory authorities or departments (if required) is missing.

File the present activities of the company.

Information regarding the current activities of the company has not been provided.

Modify the main objects.

The main objects of the company have been modified, and the necessary approvals or documents related to these changes are missing.

Annexure/attachment should be signed.

Annexures or attachments to the form are not properly signed.

Furnish a copy of the certificate of changed objects issued with altered MOA/AOA.

A copy of the certificate indicating the changed objects (if applicable) has not been provided along with the altered MOA/AOA.

To clarify main objects in detail.

The main objects of the company need to be clarified in more detail.

Furnish certificate from Auditors that the company has derived a substantial portion of its income from new objects inserted.

A certificate from auditors confirming that the company has derived a substantial portion of its income from the new objects (if any) inserted in the MOA/AOA is missing.

If objects are indicated in the names, the same should correspond to the main objects, as main objects differ, the name is rejected.

If the company name reflects its objects, these objects should correspond to the main objects as stated in the MOA/AOA.

The turnover of the company from the new activities if a change of name is due to a change in the main activity of the company.

Information regarding the turnover from new activities (if applicable) due to the change in the main activity of the company has not been provided.

Others:

These would be specific reasons not covered by the predefined rejection codes and would require clarification or justification as provided by the back-office user.

When preparing and submitting an e-Form such as INC-24 for a name change, it's important to ensure all required documents, resolutions, approvals, and explanations are included to avoid rejection based on any of these grounds. Compliance with the Companies Act and meticulous documentation are key to a successful application process along with Company Law advisory. 
What is Rule 29 affidavits/Declaration?
Normally MCA gives objects for the same to furnish the Rule 29 Declaration which is the mandatory to furnish by minimum 2 directors. The standard format required Declaration under Rule 29(1) of the Companies (Incorporation) Rules, used when filing form INC-24 or applications related to the company's affairs, such as changing its name: -
Declaration/Affidavit under Rule 29
I ……………………. S/o……………resident of…………………….... being Managing Director/ Director of M/s. ……………………. Private Limited do hereby solemnly affirm and declare that:

The Company/Directors has not 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.

The company has duly complied with and filed with necessary applications/documents with the concerned authorities.

I solemnly affirm that this declaration is true, that it conceals nothing, and that no part of it is false.
Date:
Place:
(Name of Director)
DIN

When considering a name change for a Private Limited Company, compliance with MCA regulatory requirements is paramount. The Companies Act 2013 prescribed that a company must have filed its annual returns and financial statements with the Registrar and must not have defaulted on payments related to matured deposits, debentures, or their interest. However, there is a provision for rectification. If these obligations have not been met, the company can still proceed with a name change upon fulfilling these requirements—submitting necessary documents or settling outstanding payments.

To initiate the name change of the company process, an application must be submitted using Form No. INC.24, accompanied by the requisite fee depending upon the Capital of the company. Following approval by MCA of form INC-24, the company will receive a Certificate of Incorporation under change of name in Form No. INC.25, reflecting the updated name Under rule 29 of the Companies (Incorporation) Rules, 2014.

Under the Companies Act, 2013, a company can change its name for many reasons:

Conversion of Type: If the company changes its status from private to public, or vice versa.
Specific Name Change: When the company changes its name directly, such as from ABC Limited to XYZ Limited.
Restructuring: Any other restructuring allowed under the Companies Act that necessitates a name change.

The process for changing the name of a private Limited company following the Companies Act 2013 under Rule 29 of Incorporation read with Section 13(4) typically involves several steps such as

Apply for Name Approval (RUN):

Apply for name approval through the RUN (Reserve Unique Name) service provided by the Ministry of Corporate Affairs (MCA) subject to payment of INR 1000/-
Attach a CTC of the Board Resolution of the company stating the intent to change the name along with Object Change if any

Check for Trademarks:

Verify if any existing trademarks are like the proposed new name.
If similar trademarks exist, obtain a No Objection Certificate (NOC) from the trademark holder(s).
Attach the NOC, Board Resolution of the entity holding the trademark (if a company), and their KYC details.

Approval Validity:

Once the name is approved, it remains valid for 60 days from the date of approval and the company needs to complete the process of filing on INC-24 within this stipulated time.

Conduct Extraordinary General Meeting (EGM):

Send a notice of the EGM to all shareholders along with an explanatory statement under section 102 detailing the reasons for the name change.
Conduct the EGM and pass a Special Resolution to approve the alteration of the name clause in the Memorandum of Association (MOA) and Articles of Association (AOA).

File MGT-14:

File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the Special Resolution at the EGM.
Attach the notice and explanatory statement of the EGM, certified true copy of the Special Resolution, altered MOA, and AOA copy
Include a footnote in the altered MOA and AOA indicating the change and the date of alteration, along with the signatures of the directors.
File INC-33 and INC-34 subsequently along with MGT-14 which is the forming part of the form for change.

File INC-24:

Prepare and file Form INC-24 with the MCA -CPC.
Attach the notice and explanatory statement of the EGM, extract of the minutes of the EGM, altered MOA, altered AOA, and declaration from the director as per Rule 29 of Companies (Incorporation) Rules, 2014 by minimum 2 directors and is standard practice, often required by the Ministry of Corporate Affairs (MCA), to have these documents on stamp paper and notarized, ensures the authenticity and legal validity of the documents submitted to the regulatory authority.
Mention the approved SRN (Service Request Number) of the filed MGT-14 in the INC-24 form. (Note in case of Object Change and Name change separate MGT-14 shall be filed irrespective of the event date when all agenda passed in the same meeting or filing within 30 days.

Post-Filing Steps:

After filing INC-24, await approval from the ROC/CPC.
Upon approval, the new name will be effective, and an updated Certificate of Incorporation reflecting the new name will be issued by the ROC.

Important Key Points while Name change of the Company:

Ensure compliance with timelines specified under section 13(4) of the Companies Act 2013 and Rules 29 of Companies (Incorporation) Rules, 2014.
Maintain proper documentation at each stage of the process.
Connect with Compliance Calendar LLP to ensure all steps are correctly followed and for smooth approval of INC-24.

The above-cited process ensures that the company's name change is legally recognized and updated in all official records maintained by the ROC/MCA.

Some list of rejection codes and their descriptions that could be applicable when submitting an e-Form (such as INC-24) for approval of a name change under the Companies Act 2013 with MCA-CPC Now. These rejection codes indicate reasons why the authority concerned might reject the form.

Defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar.

The company has not filed its required annual returns, financial statements, or any other necessary documents with the Registrar of Companies.

Defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.

The company has defaulted in repaying matured deposits, debentures, or interest on these financial instruments.

Elaborate/justify the reasons for the change of name of the company.

The reasons provided for changing the company's name are not adequately explained or justified.

The proposed name has expired.

The proposed name for the company has exceeded its validity period (typically 60 days after approval).

Furnish a certified true copy of the special resolution approving the change of name of the company along with notice and explanatory statement.

The form does not include a certified true copy of the special resolution passed by the company's shareholders approving the change of name, along with the required notice and explanatory statement.

Furnish the complete list of members/shareholders of the company along with the number of shares held by the respective member/shareholder.

The form does not include a complete list of the company's members/shareholders, including the number of shares held by each.

Attach the MOA/AOA in legible form.

The Memorandum of Association (MOA) or Articles of Association (AOA) provided are not legible or clear or not attached although INC-33 & INC-34 are filed with respective forms MGT-14.

Furnish a certified true copy of the Board resolution authorizing such application.

The form lacks a certified true copy of the Board resolution authorizing the submission of the application for name change.

Furnish signed a copy of the minutes of the general meeting authorizing such alteration giving details of members with the number of votes who cast vote in favour or against the resolution.

The form does not include a signed copy of the minutes of the general meeting that authorized the alteration (change of name), specifying the voting details of members.

Furnish certified altered MOA/AOA in soft copy as well in form MGT-14

The altered Memorandum of Association (MOA) or Articles of Association (AOA) provided are not certified as required.

Furnish approval from regulatory authority/department if any.

Approval from relevant regulatory authorities or departments (if required) is missing.

File the present activities of the company.

Information regarding the current activities of the company has not been provided.

Modify the main objects.

The main objects of the company have been modified, and the necessary approvals or documents related to these changes are missing.

Annexure/attachment should be signed.

Annexures or attachments to the form are not properly signed.

Furnish a copy of the certificate of changed objects issued with altered MOA/AOA.

A copy of the certificate indicating the changed objects (if applicable) has not been provided along with the altered MOA/AOA.

To clarify main objects in detail.

The main objects of the company need to be clarified in more detail.

Furnish certificate from Auditors that the company has derived a substantial portion of its income from new objects inserted.

A certificate from auditors confirming that the company has derived a substantial portion of its income from the new objects (if any) inserted in the MOA/AOA is missing.

If objects are indicated in the names, the same should correspond to the main objects, as main objects differ, the name is rejected.

If the company name reflects its objects, these objects should correspond to the main objects as stated in the MOA/AOA.

The turnover of the company from the new activities if a change of name is due to a change in the main activity of the company.

Information regarding the turnover from new activities (if applicable) due to the change in the main activity of the company has not been provided.

Others:

These would be specific reasons not covered by the predefined rejection codes and would require clarification or justification as provided by the back-office user.

What is Rule 29 affidavits/Declaration?

Normally MCA gives objects for the same to furnish the Rule 29 Declaration which is the mandatory to furnish by minimum 2 directors. The standard format required Declaration under Rule 29(1) of the Companies (Incorporation) Rules, used when filing form INC-24 or applications related to the company's affairs, such as changing its name: -

Declaration/Affidavit under Rule 29

I ……………………. S/o……………resident of…………………….... being Managing Director/ Director of M/s. ……………………. Private Limited do hereby solemnly affirm and declare that:

The Company/Directors has not 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.
The company has duly complied with and filed with necessary applications/documents with the concerned authorities.

I solemnly affirm that this declaration is true, that it conceals nothing, and that no part of it is false.

Date:

Place:

(Name of Director)

DIN