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Board Resolution for Change of Name of the Company (Format)

The obtaining of the approvals from the board of directors and shareholders of the company are the first steps in order to change the name of the company.

Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 of the Companies Act, 2013.
format of board resolution for change of name of the company

The approval of the central government is also required provided that no such approval is 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.

Alterations of the memorandum and articles of association of the company is necessary for change of name as per the provisions of sections 13 and 14 of the Companies Act, 2013.

Formats of board resolution for change of company name are given hereunder for your reference—

SAMPLE #1
(In case of Unlisted Company)

#. To Approve the Change of Name of the Company

“RESOLVED THAT pursuant to the provisions of sections 4, 5, 13, 14, 15 and any other applicable provisions of the Companies Act, 2013 and relevant rules framed thereunder read with the provisions of the Memorandum and Articles of Association of the company and subject to the approval of the members of the company, the Registrar of Companies, ............., the Central Government, if necessary and any other regulatory authorities, as may be necessary, consent of the Board of Directors of the company be and is hereby accorded for change of the name of the company from "(Old Name of Company)" to "(New Name of Company)".

RESOLVED FURTHER THAT consequent to the obtaining of the necessary approvals, the name "(Old Name of Company)" wherever 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 (Name of the Director/Officer), (Designation) 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 Registrar of Companies and other regulatory authorities, as may be necessary, for making application in this regard and to do all such acts, deeds and things as may be required in this connection.”


SAMPLE #2
(In case of Listed Company)

#. To Approve the Change of Name of the Company

“RESOLVED THAT pursuant to the provisions of sections 4, 5, 13, 14 & 15 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Management & Administration) Rules, 2014, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, subject to 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 NSE Limited (the "Stock Exchanges") and subject to the approval of the members of the company and the approval of the Registrar of Companies, ............. (the "RoC"), the Central Government, if necessary, and any other regulatory authorities, as may be applicable, consent of the Board of Directors 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 consequent to the necessary approvals, the name "(Old Name of Company)" wherever 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 the Company Secretary 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.”


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Relevant Resolution:

Special Resolution for Change of Name of the Company - available here

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NOTE: The resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Vashishtha Joshi9/03/2019

    Just what I was searching for. Thanks

    ReplyDelete

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