NBFC NAME CHANGE www.enterslice.com
NOTE • The process of Change in Name clause of NBFCs is almost similar to a normal private limited company or Limited company but as first step is you need RBI Approval in advance. • Change in Name clause usually occurs due takeover or change in management or change in business activity • Change in Name clause should be strategically planned keeping in mind of the upcoming impact the company reputation in the market • Recovery from the customer should be planned in advance before proceeding to change in the name of an NBFC
Procedure For change of name of NBFCs 1. HOLD BOARD MEETING
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Consideration of proposal of change of name and deciding max. 6(six) alternative names. The proposed name shall be in accordance with Section 4 and rule 8 of Companies (Incorporation), rules, 2014. Authorizing any Director/CS to apply to ROC for making name availability application
2. Notice has been sent to all the members of the company 3. Call Extra-Ordinary General Meeting to approve change in name subject to CG approval (Power delegated to ROC vide )as per Section 13(2) and alter objects if the new name suggest some activity and it is not included in MOA, approve Notice and authorize any Director/CS to issue the same.
CONT‌‌.. AT EGM :1. Pass Special resolution for alteration of Name clause of MOA.
2. Pass Special resolution for alteration of Object clause to keep name in consonance with the Objects of the Company, if the name is indicative of any object and it is not included in MOA already. 3. In terms of section 14 of the companies Act 2013, the Articles of Association be altered 4. After EGM, we apply to ROC by filing necessary forms and get Name availability from concerned ROC were the registered office of the company is located.
CONT……. ROC forms : 4.
We file e-form MGT-14 along with following attachments :
• Notice of extraordinary general meeting along with the explanatory statements; • Certified true copy of Special resolutions; • Altered Memorandum and Articles of Association; • Minutes of the extraordinary general meeting; 5. After filing e-form MGT-14, file e-form INC-24 with CG (Power delegated to ROC) for its approval to name change along with following attachments :
• CONT…… • Notice of extraordinary general meeting along with the explanatory statements; • Certified true copy of Special resolutions; • Altered Memorandum and Articles of Association; • Minutes of the extraordinary general meeting;
• Then apply to RBI by writing request letter on the letter head of the company as there is no specific form for the same for getting NOC from the RBI for the new name as availed from ROC. You can use any format -----• After obtaining name from ROC, write a letter to regional office of RBI stating that Company subject to the approval of RBI and members of the Company intent to change the name of the Company from --------------- to----------------. • We have to mention reason for change of name. • Once you received letter from RBI for no objection for the proposed change , you have to carryout the procedure as per the Companies Act and attach NOC of RBI
• Then file necessary form with ROC with attachment of RBI NOC as well along with other requirements of the form and get final approval from the concerned ROC. • After getting approval from ROC, surrender original Certificate of Registration as issued by the concerned Reserve Bank of India to the same department of Non Banking Supervision to get reissued new Certificate of Registrations as Non Banking Finance Company with new name printed on it.
Please note that NOC has to be mandatorily taken by all types of NBFC (Non Banking Financial Companies) for change of name of the company as there is requirement of change of Certificate of Registration with RBI
PUBLIC NOTICE : For changing the name of company , we have to publish an advertisement / notification in the local newspaper that you have changed your name. For this, you need to select two newspapers, one published in the official language of the state and the other, an English daily.
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