A debatable issue

This query is : Open

Rahul (Querist)
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16 February 2013 Dear Experts,

A debatable issue has arisen with regard to changing name of a Company (Private Limited) :-

For changing the name of a company, the company has done the following tasks:-

1. Passed Board Resolution approving change of name.

2. The company has obtained name approval vide Form 1A from Office of ROC.

3. The Company has duly convened the EGM of members and passed the following resolution:-

"RESOLVED THAT pursuant to the provisions of Companies Act,1956 the name of the company be and is hereby changed from ....PRIVATE LIMITED to .....PRIVATE LIMITED and necessary alterations in the name clause of MOA and AOA and all such papers, documents,matters be made to give effect of the changed name accordingly"

If the Company is required to submit Certified Copy of Altered MOA and AOA to ROC for getting them registered, then whether the rubber stamp of the company should bear old company name or new company name?

Some people are of the opinion that it should bear New company name while some opine that the name should be old one on the rubber stamp.

Now, here the issue arises.

Please clarify this debatable issue by giving your valuable opinions in this regard.

Nikhil Kaushik

Nikhil Kaushik (Expert)
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17 February 2013 Dear Rahul,

The company assumes new name only after the new certificate of incorporation is issues by the respective ROC.

Till then using new seal/stamp doesn't make legal sense.

Rahul

Rahul (Querist)
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17 February 2013 But Sir, What about the Special Resolution passed at EGM resolving to give effect of changed name accordingly.

Nikhil Kaushik

Nikhil Kaushik (Expert)
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17 February 2013 Dear Rahul,

Till such time the process for change of name is approved by ROC, the company shall continue to be identified by the old name only.

thus it is but natural to use the old stamp till such time.

Rahul

Rahul (Querist)
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17 February 2013 Dear Sir,

No doubt about Company using the Old name till Fresh Certificate of Incorporation Pusuant to change of name issued by ROC but for Certifying copy of MOA and AOA as per requirement of ROC the rubber stamp having new company name is to be affixed. My view was also confirmed by B.Chakrapani Warrier Sir on CCI.

Nikhil Kaushik

Nikhil Kaushik (Expert)
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17 February 2013 Rahul,

As you mentioned in the title of your query, its a debatable issue.

I respect Mr Warrier's views and you may proceed accordingly.

Rahul

Rahul (Querist)
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17 February 2013 I have already filed Copy of Altered MOA and AOA with Form 23 and affixed rubber stamp bearing new company name and marking the words"TRUE COPY" on each page of MOA and AOA including Subscriber Sheet.

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