Khushboo Maheshwari (Company Secretary) (548 Points)
12 June 2009A private limited company has changed its name. Now does it require to re issue its existing share certificates with new name or the share certificates with old name will only exist. Further if old share certificates will be valid how will later it come to now that the name of the company has changed
Regards
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 12 June 2009
Dear Khushboo,
There is no need to change the Share Certificates. As the company is private, it may intimate the shareholders and may also put a seal of new name on the certificates.
Further,when the name is changed the ROC must have issued fresh certificate of Incorporation with the new name and Memorandum and Articles had also been changed.
Khushboo Maheshwari
(Company Secretary)
(548 Points)
Replied 12 June 2009
| Originally posted by :Ankur Srivastava | ||
| " | Dear Khushboo, There is no need to change the Share Certificates. As the company is private, it may intimate the shareholders and may also put a seal of new name on the certificates. Further,when the name is changed the ROC must have issued fresh certificate of Incorporation with the new name and Memorandum and Articles had also been changed. |
" |
But suppose if the share certificates are transferred to some X individual then how will he come to know about the name of the company
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 13 June 2009
Dear Ms. Khushboo,
At the time of issue of share certificate, u can put the name of the company which are shown in your certificate of Incorporation whether it is Public or Private, subject to the provisions of Articles of Association.
Later if ur company name is change, it will be change with the approval of share holder in general meeting and shareholder known the old and new name of the company.
In my opinion, there is no need to says that shareholders do not know the name of the company, its the duty of the shareholders to informe the new name of the company to transferee .
It will be sufficient to file the old name share certificate with transfer deet to company for register the share transfer details in Shareholder Register maintained by the company.
Regards
Muralidharan
(Self Employed)
(1034 Points)
Replied 13 June 2009
| Originally posted by :Khushboo | ||
| " | Originally posted by :Ankur Srivastava " Dear Khushboo, There is no need to change the Share Certificates. As the company is private, it may intimate the shareholders and may also put a seal of new name on the certificates. Further,when the name is changed the ROC must have issued fresh certificate of Incorporation with the new name and Memorandum and Articles had also been changed. " But suppose if the share certificates are transferred to some X individual then how will he come to know about the name of the company |
" |
Dear Ms.Khusbhoo
If you are so particular on issuing new share certificates (with changed name), please follow the below mentioned procedure. At a duly convened board meeting place the fresh certificate of incorporation (received from ROC) and take the same on record. At the same meeting obtain approval of the board for issue of new share certificates (with changed name) to all the existing members of the company. Also place before the board the specimen of the new share certificate and obtain approval. Armed with board approval send letter to all members requesting them to surrender their share certificate to enable the company to issue new share certificates. On receipt of old share certificates cancel the same and issue new share certificates and send the same to members.
with regards
Muralidharan
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 13 June 2009
Dear Khushboo,
As you say that the company is PRIVATE LIMITED. So where is Section 3(1)(iii), you are transferring the shares??
Khushboo Maheshwari
(Company Secretary)
(548 Points)
Replied 16 June 2009
Dear Ankur
As per my understanding it restricts the right to transfer and not prohibit the right. Further shares are freely transferable.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 17 June 2009
Dear Khushboo,
Yes, there is a restriction on the right to transfer. It is not necessary to issue new share certificates. However, if you want to issue, you may issue after getting it approved by the directors. Otherwise you may also fix a seal on the old certificates.
bhavik rathore
(firm)
(22 Points)
Replied 21 December 2009
Dear ankur,
Can u pl tel me if ther's ny section in regards to the same, i mean which tells that ther is no need to issue new certificates al over again..
Girish Naravane
(CEO)
(21 Points)
Replied 05 May 2011
My client has a few old shares with transfer certificates duly signed by the seller. I had forgotten to send them for transfer. The matter is over 10 years old. Can I send the shares for transfer to the company or its share registry.
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