Alteration of Name Clause in MOA

## Alteration of Name Clause in MOA (Sec 13 & Sec 16)

### Meaning of 'Alter' (Sec 2(3))

Alteration includes additions, omissions, and substitutions.

### Procedure for Name Change (Sec 13)

1. Special Resolution (SR) — Company alters MOA via SR.

2. CG Approval — A name change requires approval from the Central Government (powers delegated to the ROC).

• A mere change of constitution (not name) does NOT need CG approval.

3. Prohibition on Defaulters

• Companies that have defaulted in filing annual returns/financial statements or in repaying/paying matured deposits, debentures, or interest thereon CANNOT change their name.
• Name change is allowed only after filing pending documents or settling debts.

4. ROC Entry

• ROC updates the register with the new name and issues a fresh Certificate of Incorporation.
• The name change is complete only on receipt of the certificate.

Example: Tata Sky Limited → Tata Play Limited.

### Rectification of Name by CG / RD (Sec 16)

The CG (now RD) can direct a name change if:

• The name is identical or too similar to an existing company's name, OR
• A registered trademark owner applies stating the name resembles their trademark.

Time limit for trademark owner application: Within 3 years of incorporation, registration, or name change.

### Steps After Direction

1. The company shall change its name within 3 months by passing an ordinary resolution (NOT SR).

2. After name change, notify ROC within 15 days with the CG's order.

3. ROC updates the Certificate of Incorporation and MOA.

### Failure to Comply with Direction

• CG may allot a new name to the company.
• ROC updates the register and issues a new certificate.
• The company can later change the allotted name by following Sec 13 procedure.

### Quick Compare: Sec 13 vs Sec 16