Certificate of incorporation

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ajeet kumar (Querist)
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22 December 2011 Dear Sir

I have registered a company in the name of ABC Pvt Ltd.

Now I want to change the name of the company as XYZ pvt Ltd for which i have filed form 1A for change of name and it got approved from the ROC office.

Please suggest me whether i have to file some more form for getting new certificate of incorporation and if yes which form?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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22 December 2011 After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.

2. As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through E-form-23 within 30 days of general meeting.

3. In accordance with section 21 an application in e-Form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.

Parashar

Parashar (Expert)
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22 December 2011 The above procedure is correct

Guest

Guest (Expert)

22 December 2011 File form 23 and 1B after filing form 1A.

Jiten Gupta

Jiten Gupta (Expert)
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06 January 2012 Yes once name has been approved, Convene a BM to call an EGM. Convene EGM and pass Special Resolution U/S 21 to change Name Clause of MOA. Now File form 23 with Notice & Explainatory Statement of GM, Resolution and altered MOA. Within 3 months of Passing SR, file form 1B.

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