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Stamp in altered moa in case of change of name

Sumit Jaiswal (Company Secretary) (818 Points)

18 July 2013

I was preparing to file the special resolution for change in name of a company in Form 23. It requires altered MOA and AOA to be attached. The altered MOA with the changed new name have been prepared. My query is that the stamp which is affixed in the altered MOA where the director sign should be in the new name of the company or old name? I feel it should be in the new name of the company, but since form 1B has not been filed now, therefore the fresh COI not issued till now. In other words, the new name of the company is not legally existent as of now. If the old stamp is affixed, then it would lead to a situation where the name mentioned in the MOA and the stamp is different. Please share your views.

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4 Replies

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 18 July 2013

The stamp should be of with old name as the company's name is still exiting on Portal with the old name. Hence, you can not get the new stamp unless and untill you have certificate of the enw name. A legal vender of stamps does not prepare/ make the stamps without any proof. Hence, it is advisable to affix teh stamp with old name.

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Sumit Jaiswal (Company Secretary) (818 Points)
Replied 18 July 2013

Thanks. I agree with your reply. However, this leads to a awkward situation where the name of the company mentioned in the MOA & AOA is different than that of the stamp.

Anyway, I think I will have to do the same.

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 21 July 2013

In the MoA you can add footnote: "Earlier known as ABC Ltd. Name changed by members in EGM held on ______ subject to approval of Registrar of Companies."

It is advisable to disclose old name also after the new name on letter heads & other places in initial years for sake of clarity.

However, as regards attachment to Form 23, it need not be signed as certified to be true copy before being scanned since the subscripttion clause already has signatures (or Sd/-) and the e-form is digitally signed by a director/CS which means attachment is also certified as true copy.