Change in name (Corporate Law)

This query is : Resolved

Author : Anonymous

( Author )
24 July 2012

plz tel me detailed procedure and checklist required for change in name with specimen resolutions for board as well as general meeting required to obtain.

Pooja Taori

( Expert )
24 July 2012

According to Sec 21 of the Indian Companies Act of 1956, a company can change the name with the approval of the Central Government.
It must be made in writing and must be made through a special resolution.
The steps are as follows:
1. Board meeting for deciding the agenda for change in name citing the reasons.
2. Seeking name availability for the proposed new name from the Registrar of Companies
3. Approval of the members in a general meeting as per Section 21 as the name change will involve amendments to the Memorandum of Association and Articles of Association. So special resolutions are required to be passed.
4. Registration of the Special Resolution with the Registrar of Companies through Form-23 (Sec.192).
5. Filing of Form-1B with the Registrar of Companies under Section 21.
All legal proceedings (if any) by or against the company can be continued with the new name in place of the old one.

Author : Anonymous

( Author )
24 July 2012

Kindly provide me specimen resolutions for board as well as general meeting along with explanatory statement.

SANYAM ARORA

( Expert )
24 July 2012

Thanks for the Reply

Pooja Taori

( Expert )
25 July 2012

kindly find the Board resolution

The Chairman informed the Board that to reflect the main business activities of the Memorandum of Association, it is proposed to change the name of the Company from [Existing name of the Company] to [New approved name of the company] which will require the approval of shareholder in general meeting. He further informed that the change of name of the Company as aforesaid does not change the legal status or constitution of the Company, nor does it affect any rights or obligations of the Company. The Board considered the same and passed the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in general meeting or any other authority as may be necessary, the consent of the Board be and is hereby given to change the name of the Company from [Existing name of the Company] to [New approved name of the company].

“RESOLVED FURTHER THAT (Name of the authorized person(s)), be and are hereby severally \ jointly authorized to file Form 1A for making application for change of name & to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”