Disclosures required to be given by Listed Companies on change in name
SEBI vide Circular dated 26/04/1999 has provided that listed companies which change their name shall disclose the turnovers and income from such new activities in quarterly \ annual statements. They were further required to make such disclosure for a period of three years.
SEBI has its Circular dated 30/04/2004 stated that all listed companies, which decide to change their names shall be required to comply with the following conditions:-
1. Atleast a period of one year should have elapsed from the last name change.
2. Atleast 50% of its revenue in the last one year should have been accounted by the new activity.
Process for Name Change in Listed Companies
- Hold board meeting and consider about name change and authorise the CS for filing of Form 1A and Form no. 1B
- Intimate the SE about the proposal.
- File form no.1A
On receipt of new name confirmation hold another board meeting for
- Affixing date, time and venue of General Meeting for passing special resolution for
1. Name Change U/S 21
2. Change in MOA U/S 16
3. Change in Articles U/S 31
- Approve the notice of General Meeting
- Issue notice of General Meeting
- Sent three copies of notice to SE.
- Hold General Meeting and pass aforesaid resolutions
- The special resolution so passed subject to the approval of Central Government.(Power has been delegated to ROC).
- Intimate the SE about the proceedings in general meeting
- File form no. 23 within 30 days of Special Resolution.
- File application to ROC for approval of name change in form no. 1B
- After the ROC issued the certificate for change in name incorporate in MOA and AOA and all documents, invoices, bills letterheads, signboards, share certificates etc.
- Advertise the name in the Newspaper
- Intimate all the concerned authorities(Bank, Creditors etc)
- Arrange for the new common seal and adopt it in properly conducted Board Meeting.