Company name change

This query is : Resolved

vipin rastogi (Querist)
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09 July 2013 Dear Sir,

We have to change our company name, so just wanted to know the procedure for the same.

Please update me what is the procedure for the same.

Thanks in advance

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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09 July 2013 According to Sec 21 of the Companies Act of 1956, a company can change the name by passing a special Resolution and with the approval of the Central Government.

The steps are as follows:
1. Convene a Board Meeting and pass a resolution for approval of new name.
2. File Form 1A with the Registrar of Companies (ROC) for name availability along with fee of Rs. 1000/-
3. After getting name approval from ROC, Board Meeting shall be convened to fix the date, time and place of the General Meeting for passing the special resolution for change of name.
4. Issue 21 days clear notice of General Meeting to all the members along with explanatory statement.
5. Convene the General Meeting and pass special resolutions for approving the change of name and alteration of the name clause of MOA & AOA.
6. File Form 23 within 30 days of passing the special resolutions.
7. File Form 1B with the Central Government for obtaining the approval for change of the name with the following documents:
- Minutes of the General Meeting where resolution is passed;
- Copy of altered memorandum of Association
- Copy of altered Articles of Association
8. On receiving the approval from CG, application for fresh Certificate of Incorporation to the Registrar of Companies (ROC) is made and the change of name shall be complete and effective only on the issue of such a certificate.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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09 July 2013 Specimen of Special Resolutions

I. Specimen of special resolution for change in the name of the company:

RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 if any, and subject to the availability of name and the approval of the Registrar of Companies the name of the company be changed from ASN FINANCIAL SERVICES PRIVATE LIMITED to AFS FINANCIAL SERVICES PRIVATE LIMITED and the Name of ASN Financial Services Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name 'AFS Financial Services Private Limited' in due course.

II. Specimen of special resolution for amendment in Clause No. I of Memorandum of Association for change in the name of the company

RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
'The Name of the company is AFS FINANCIAL SERVICES PRIVATE LIMITED'

III. Specimen of special resolution for amendment in Clause No. 3 of Articles of Association for change in the name of company

RESOLVED THAT Clause 3 of the Articles of Association of the company be substituted by the following:
"The Company" means AFS FINANCIAL SERVICES PRIVATE LIMITED

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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09 July 2013 Specimen of Public Notice of change of name of the company
AFS FINANCIAL SERVICES PRIVATE LIMITED
Registered Office .............................

NOTICE

NOTICE is hereby given that pursuant to the Special Resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on ………………….and approved by the Registrar of Companies, Gwalior vide its Fresh Certificate of Incorporation dated ……………., the name of the Company has been changed from ‘ASN Financial Services Private Limited’ to ‘AFS Financial Services Private Limited’. Subject to the terms and conditions of the respective contracts, all contracts entered and executed by the Company and all correspondences, documents, deeds and writings entered and executed by the Company under the old name ‘ASN Financial Services Private Limited’ shall continue to be valid and be construed as if the correspondences, documents, contracts and deeds have been entered in the new name, inspite of the change of name of the Company.

Dated .......... 20..... By order of Board
Place: For AFS Financial Services Private Limited
Company Secretary

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