Jasjeet (in practice) (196 Points)
17 November 2010Hello friend i have a query about the procedural requirements for change in name of a listed company where change in name is only change in first name and not because of any change in object. kindly guide me about formalities as per co. act and also formalities with regard to stock excchanges.
Its urgent so kindly reply earliest.
Regard
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 17 November 2010
Change of Name of Company
There are following steps for change of name of the company:
1. Select few suitable names each of which should indicate as for as possible the main object of the company.
2. Hold a Board Meeting and adopt in it these new name selected.
3. Avoid name which resembles too closely or the same as the names of any other company already registered.
4. Apply to the concern ROC to ascertain which of the new name selected by you is available in Form 1A. (Rule 4A)
5. The ROC concern will ordinarily inform within 7 days from the date of filing of Form 1A.
6. On confirmation from the concern ROC that the new name is available for adoption, hold a Board Meeting and fix up the date, time place and agenda in the Board Meeting for convening a General Meeting for passing a Special Resolution to Change the name, subject to the approval of CG(by delegation to ROC).{Section 21}.
7. Issue notices to all shareholders (Section 171).
8. Hold the General Meeting and pass Special Resolution by three forth majority. (Section 189) for change of present name to the new name availed of from the ROC.
9. File Special Resolution with Explanatory Statement in Form-23 with the concern ROC within 30 days of passing it. (section 192).
10. Even if the change of name consists of any abbreviated name then such name can be allowed to be change by ROC.
11. Apply to the Concerned ROC in Form 1B for approving the change in name.(Section 21).
12. Note that the application for approving the change in name should be given by the ROC within 15 working days.
13. On receiving the approval, apply to the concerned ROC for fresh certificate of Incorporation in the new name. On the issue of such Certificate by the ROC, the change in name will be effective. (Section 23).
14. Make necessary changes in every copy of the MOA/AOA, letter head, voucher, register, office papers, rtecords, books, documents, sign boards, common seal etc. (Section 147).
Do the following if the shares of your company are listed on recognized stock exchange:
a. Send copies of notices issued to shareholders to the stock exchanges
b. File with the stock exchanges six copies of the amendements made in the MOA/AOA as soon as they are adopted by the company in general meeting. One of the copies must be a certified copy.
c. Forward to the stock exchange promptly three copies of notice and a copy of the proceeding of General Meeting. { Clauses 31©, (d) and 33 of the listing agreement.}
Comply with the following conditions if you are listed company:
(i) A time period of at least one year should have elapsed from the last name change.
(ii) At least 50% of the total revenue in the preceding 1 year period should have been announced for by the new activity suggested by the new name.
Regards
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 17 November 2010
CAclubindia
