Change the name of NBFC

RBI maintains a close check on the work of NBFCs to ensure that the interest of depositors and investors is secured. In the course of such supervision, it was observed by RBI that NBFCs tend to change their name, which might result in a change in operational activities of the company making it a non-financial company. Also, a change of name takes place to gain a certain advantage, which might lead to risking the interest of depositors and investors.

Therefore, as per Notification No. Ref.DNBS. (PD). CC.No. 12 /02.01/99-2000 dated January 13, 2000, it was provided that NBFC must obtain prior approval of RBI before applying to the Registrar of Companies (ROC) for change of name.

This article provides the procedure for changing the name of an NBFC.

How do I change my NBFC name?

The procedure for changing the name of an NBFC is the same as a non-NBFC, apart from the requirement of prior approval of RBI.

Step 1: Hold Board Meeting

The board shall pass a resolution for change of name and for authorizing any Director or Company Secretary to make an application for name availability. In the same meeting, it shall be decided to convene another Board Meeting after name approval, to convene an Extraordinary General Meeting, and to alter the MOA and AOA.

Step 2: Check Availability of Proposed Name

The authorized personnel shall check the availability of the proposed name from the MCA website (it is also advised to check the trademark website).

Step 3: Obtain Prior approval from RBI

The company must file an application to RBI requesting the authorities to permit the name change of the company. RBI will review the application and might direct the company to provide additional information/ documents in this regard. Such as Statutory Auditor’s Certificate, copy of Audited financials or List of existing Directors/ details of Change in Directors, etc.

After being satisfied, RBI shall provide NOC to the company for the change of name.

Step 4: Hold Extraordinary General Meeting

After the company has received approval from RBI (as NOC) for a change of name, an Extraordinary General Meeting must be convened. A special resolution shall be passed to approve the name change and alteration of MOA and AOA.

Step 5: Filing of forms

• File E-Form MGT-14 within 30 days of passing the special resolution, along with a copy of the Notice of meeting, Certified True Copies of the Special Resolutions (with explanatory statement), copy of the MOA, and AOA, Shorter Notice Consent (if any).
• File E-Form INC–24 within 30 days of passing of Special Resolution along with Minutes of General Meeting, Notice of EGM, Certified True Copy of Special Resolution (with explanatory statement).

Step 6: Newspaper Advertisement and RBI submission thereof

After obtaining approval from ROC for the name change, the company needs to comply with the directions of RBI. It includes giving a public notice in two newspapers, one in vernacular language newspaper and another in an English newspaper.

Further, the company must provide intimation to RBI in this regard along with newspaper cutting of such advertisement.