Template Description

This notice template is designed to provide detailed information regarding a proposed change in the name of a Company under the Companies Act 2013. It is a 2-page MS Word document. This notice is mandatory for companies changing name of the Company as per the Companies Act 2013. The intended audience for this template includes the company, company directors, legal professionals, company secretaries, and shareholders.

Understanding the Concepts of Company Name Change

Terminologies:

• Explanatory Statement: A detailed document required under Section 102 of the Companies Act, 2013, explaining the material facts concerning special business items on the agenda of a general meeting.

• Special Resolution: A resolution that requires a three-fourths majority of votes cast by shareholders and is used for significant decisions.

• Name Change: The process of officially changing the registered name of a company, which involves amending the Memorandum of Association and Articles of Association.

Procedure for Changing a Company Name post name reservation:

• Board Decision: The Board of Directors must first approve the proposed name change at a board meeting. This decision should be documented in the minutes of the meeting.

• Preparation of Explanatory Statement: As per Section 102, an explanatory statement detailing the reasons for the name change, the implications of the change, and the process involved must be prepared and included in the notice of the general meeting.

• Approval of Special Resolution: The proposed name change must be approved by shareholders through a special resolution passed at a general meeting. The explanatory statement should provide with detailed information.

• Filing with Registrar: Post-approval, the company must file the special resolution and other required documents with the Registrar of Companies. The name change will only be effective once approved by the Registrar and updated in the company’s Memorandum of Association and Articles of Association.

• Updating Company Records: Upon approval, the company must update its name in all relevant documents.

Conclusion

This template provides a standardized format for documenting the explanatory statement required for a special resolution to change a company’s name. It ensures compliance with Section 102 of the Companies Act, 2013, and facilitates the proper documentation and communication of the reasons behind the proposed name change. Proper execution of this explanatory helps in maintaining transparency and regulatory adherence during the name change process and update relevant stakeholders about the amendments.