29 December 2021
We are an unlisted public company. One of our shareholder say "Company A" holding physical share certificates had changed its name from Public limited company to private limited Company and requested us to endorse the name change in physical share certificates. Is it possible to change the name in physical share certificates after as per RULE 9A ?
Read more at: https://www.caclubindia.com/forum/rule-9a-issue-of-securities-in-dematerialised-form-584973.asp
11 July 2024
In India, the process of changing the name on physical share certificates typically involves compliance with relevant rules and procedures under the Companies Act, 2013, and related regulations. Here are the general steps and considerations for changing the name on physical share certificates:
1. **Notification to Company:** The shareholder (in this case, Company A) should inform your company (the unlisted public company) about the name change from a public limited company to a private limited company.
2. **Verification and Documentation:** Your company would need to verify the name change by reviewing the updated records and documents of Company A, such as a copy of the amended Memorandum and Articles of Association reflecting the new name.
3. **Resolution by Board of Directors:** Your company's board of directors would need to pass a resolution approving the change in the name on the physical share certificates of Company A.
4. **Endorsement on Physical Certificates:** Once the resolution is passed, your company should endorse the new name on the physical share certificates of Company A. This may involve stamping or endorsing each certificate with the updated information.
5. **Intimation to Registrar:** After endorsing the name change on the physical share certificates, your company should update its records and inform the Registrar of Companies (RoC) about the change. This ensures that the RoC has accurate information regarding the shareholders' details.
6. **Compliance with Rules:** The specific rule you referred to (Rule 9A) may pertain to certain procedures for updating shareholder information or share certificates. Ensure compliance with all applicable rules and regulations during the process.
7. **Issuance of Updated Certificates:** After completing the above steps, your company should issue updated share certificates reflecting the endorsed name change to Company A.
It's important to note that while the exact procedure may vary slightly depending on specific circumstances and any additional regulatory requirements, the general framework outlined above should guide you in facilitating the name change on physical share certificates. It's advisable to consult with a legal or compliance expert to ensure full compliance with all applicable laws and regulations during this process.
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