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Form INC-24 - All you want know! - IndiaFilings

Last updated: July 22nd, 2024 2:31 PM

Form INC-24 - Form For Company Name Change

Form INC-24 is a crucial form for businesses in India that seek to change their company name. Managed by the Ministry of Corporate Affairs (MCA), this form facilitates the official change of a company’s name, ensuring compliance with the Companies Act 2013. This article provides a comprehensive guide to understanding Form INC-24, detailing the process, required documentation, and key considerations for businesses planning to change their name. IndiaFilings experts are here to assist you with the entire process of changing your company name, including detailed guidance and the filing of Form INC-24. [shortcode_82]

Purpose of Form INC-24

Form INC-24 is used by companies to apply for the approval of a change in company name. The form serves as a formal request to the Registrar of Companies (RoC) and ensures that the change aligns with the legal requirements set forth by the MCA.

Law Governing Form INC-24

Form INC-24 is filed under Section 13(2) of the Companies Act 2013, which allows a company to change its name subject to certain conditions and approvals. This section specifies that a name change requires a special resolution and must comply with the provisions of subsections (2) and (3) of section 4. Moreover, Rule 29(2) of the Companies (Incorporation) Rules, 2014, restricts name changes for companies that have defaulted on certain obligations, such as filing annual returns or repaying matured debts.

Name Selection Guidelines

When selecting a new name, companies must adhere to the MCA's stringent guidelines. These guidelines help ensure that the proposed name is not only unique but also non-deceptive and appropriate. For instance, the name should not be identical or too similar to any existing company, should not imply government patronage, and must not include prohibited terms unless specifically allowed.

Avoid names that are identical or nearly identical to existing names, disregarding minor differences such as the type of corporate entity or minor spelling variations.
Words like "Private," "Ltd," "LLP," etc., are generally disregarded when determining uniqueness.
Proposed names should not be offensive, misleading, or suggest undeserved associations with public institutions.
Avoid names that could imply governmental affiliation unless prior approval is obtained.

Restrictions and Considerations:

Names suggesting an association with national heroes, government entities, or specific geographical regions without clear justification are typically not allowed.
Names must be distinguishable from existing names in the database; similar-sounding names, phonetic spellings, or variations involving numbers are considered non-distinguishable.
Companies must change their names if their activities change and the name no longer reflects their operations.

Form Detail on MCA Guidelines for Company Name - Refer to our article.

Procedure for Company Name Change & Filing Form INC-24

Step-by-Step Process of Company Name Change & Filing Form INC-24 is explained below:

Board Resolution: The process begins with the company's board of directors passing a resolution to propose the change of the company name. This resolution also authorizes the application to check the availability of the new name.
Name Availability Check: The company must ensure that the proposed name is not already in use or is not too similar to any existing company or trademark. This is done through the MCA’s RUN (Reserve Unique Name) service, where up to two names can be proposed.
Extraordinary General Meeting (EGM): Following the approval of the name, an EGM must be convened to pass a special resolution approving the name change. This resolution should also include approval for the necessary amendments to the Memorandum of Association and Articles of Association.
Filing Form INC-24: After obtaining shareholder approval, Form INC-24 is filed along with the necessary documents to the Registrar of Companies. This form must be filed within 30 days of passing the special resolution.

Documents Required for Filing Form INC-24

When submitting Form INC-24 for a company name change in India, ensure to attach the following documents:

Certified True Copy of Minutes of the General Meeting: This includes the details of the meeting where the name change was approved via a special resolution by the shareholders.
Copy of Approval from Regulatory Authorities: If relevant, include approval from bodies such as the RBI, IRDA, or SEBI, which confirms that the name change complies with sector-specific regulations.
Chartered Accountant’s Certificate: If the name change reflects a change in the company’s main business activity, provide a certificate from a chartered accountant detailing the turnover from the new activity.
Optional Attachments: You may also include additional relevant documents that support the name change, like market research or future business projections.

Fee For Filing Form INC-24

Company Type	Authorized Share Capital	Fee for OPC & Small Companies	Fee for Other Companies
Standard Companies	Up to ₹25,00,000	₹1,000	₹2,000
	Above ₹25,00,000 but up to ₹50,00,000	₹2,500	₹5,000
	Above ₹50,00,000 but up to ₹5,00,00,000	N/A	₹10,000
	Above ₹5,00,00,000 but up to ₹10 Crore	N/A	₹15,000
	Above ₹10 Crore	N/A	₹20,000
Company Limited by Guarantee	No Share Capital	N/A	₹2,000
Section 8 Company	With a valid license under Section 8	N/A	₹2,000

Procedure for Filing Form INC-24 on the MCA Portal

The Procedure for Filing Form INC-24 on the MCA Portal is explained in detail below:

Step 1: Access the MCA Portal

Visit the official MCA website and log in to your account.

Step 2: Upload Form INC-24:

Provide the following details in the Form:

Corporate Identity Number (CIN): The company's unique identifier.
Service Request Number (SRN) of Form INC-1: For initial name approval.
Reasons for Changing the Company Name: Provide a clear justification.
SRN of Form MGT-14: Required for filing special resolutions related to name change.
Original Name at Incorporation: This will appear on the new certificate if changed.
Details of Members and Shares: Information on the number of members and their shareholdings.

Step 3: Attach Required Documents

Use the ‘Attach’ button to upload the necessary documents (refer to above).

Step 4: Make Payment

After attaching documents, proceed to payment by clicking the 'Pay' button.

Step 5: Submit Form INC-24

Upon successful submission, the system will process the eForm via the Registrar of Companies office.

Step 6: SRN and Challan Generation

SRN Generation: A service request number will be generated, displayed post-submission, and used for future correspondence.
Challan Generation: A challan will be created showing the fee details paid, serving as an acknowledgement of submission.

Step 7: Confirmation Email

An email will be sent to the company’s registered email address upon approval or rejection of the form.

Step 8: Get a New Company incorporation Certificate

If approved, a fresh certificate of incorporation indicating the name change will be issued. If rejected, a letter stating reasons for rejection will be issued.

Typical Reasons for Rejection of Form INC-24

When filing Form INC-24 for a company name change with the Ministry of Corporate Affairs (MCA), there are specific requirements and common grounds for rejection that applicants should be aware of to ensure a successful submission. Here’s a breakdown of potential reasons for rejection and what each entails:

Non-compliance with Filing Requirements

Issue: Defaulted in filing annual returns, financial statements, or other required documents.
Solution: Ensure all mandatory filings with the Registrar are up to date before applying. Talk to IndiaFilings experts & complete company complaince on time:

Financial Obligations

Issue: Defaulted in the repayment of matured deposits, debentures, or interest.
Solution: Clear all outstanding financial obligations related to deposits and debentures.

Insufficient Justification for Name Change

Issue: The reasons provided for the change of name are inadequate or unclear.
Solution: Provide a detailed and compelling justification for why the name change is necessary.

Name Availability

Issue: The proposed name has expired or is no longer available.
Solution: Check the availability of your desired company name promptly before submission using the IndiaFilings Company Name Check Availability tool, and reserve the name to ensure it's secured for your use.

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Lack of Required Resolutions and Statements

Issue: A certified true copy of the special resolution, notice, and explanatory statement approving the name change is missing.
Solution: Attach all required documents, ensuring they are accurately certified.

Incomplete Shareholder Details

Issue: The list of members/shareholders and their respective shareholdings is incomplete.
Solution: Provide a complete and updated list of members along with the number of shares each holds.

Document Clarity

Issue: The MOA (Memorandum of Association) and AOA (Articles of Association) are not legible.
Solution: Ensure all attached documents are clear and readable.

Board Resolution

Issue: A certified true copy of the Board resolution authorizing the application for a name change is missing.
Solution: Attach the certified copy of the Board resolution.

General Meeting Minutes

Issue: A signed copy of the minutes from the general meeting with details of the vote is needed.
Solution: Provide a detailed, signed copy of the minutes highlighting how members voted.

Altered MOA/AOA

Issue: Need to furnish a certified copy of the altered MOA/AOA post-resolution.
Solution: Submit the revised and certified MOA/AOA reflecting the approved changes.

Regulatory Approval

Issue: Missing approval from relevant regulatory authority or department if required.
Solution: Obtain and furnish necessary approvals from applicable regulatory bodies.

Current Activities Documentation

Issue: Failure to file details of the company’s current activities.
Solution: Provide a comprehensive description of current business activities.

Clarification of Objectives

Issue: The main objects need clarification or detailed modification.
Solution: Clearly define and elaborate on the main objects in the application.

Audit and Financial Proof

Issue: Missing auditor's certificate or proof of income derived from new activities.
Solution: Attach a certificate from auditors verifying substantial income from new activities, if applicable.

Correspondence of Name with Activities

Issue: If the name indicates specific objects, they must align with the main objects listed in the MOA/AOA.
Solution: Ensure the proposed name accurately reflects the main business activities as described.

By proactively addressing these common issues, companies can enhance their chances of a smooth and successful name change process through Form INC-24.

Refer to our article on How to Choose a Perfect Company Name – A Guide to Success

Form INC-24 Download

We have attached Form INC-24 here for your reference. [pdf-embedder url="https://www.indiafilings.com/learn/wp-content/uploads/2024/07/inc-24.pdf" title="Form inc-24"]

Key Considerations

Name Availability: It's crucial to choose a name that reflects the company’s brand identity while ensuring it complies with the MCA’s naming guidelines.
Trademark: Before finalizing a new name, check if it can be trademarked to avoid future legal issues.
Notification: Once the name change is approved, it must be communicated to all stakeholders, including banks, clients, and suppliers.
Updating Records: All company records, signs, banners, and legal documents must be updated to reflect the new name.

Conclusion

Changing your company's name is a significant step that requires careful planning and compliance with regulatory requirements. Form INC-24 is essential for formalizing this change with the Ministry of Corporate Affairs. By following the detailed steps, ensuring all required documents are in order, and understanding the common grounds for rejection, businesses can successfully navigate the name change process. IndiaFilings experts can simplify the process of changing your company name by guiding you through each step and ensuring the accurate filing of Form INC-24. [shortcode_82]