Change of name on physical share certificates of Private unlisted company not having ISIN

Company A is an unlisted Private Ltd. Company. Share capital is not dematerialized and no ISIN is allotted. All shares are held in physical form. One of shareholders has changed his name. Necessary documents are available with him. He has applied to the company to change his name on the physical share certificates.

1 What is the procedure to be followed by the company under the Companies Act, 2013?

2. Whether new name can be written manually on the existing certificates by crossing the old name and duly authenticating the same or new certificates are required to be issued in lieu of existing certificates.

3. If new certificates are to be issued, what will be certificate number (whether existing or new) and what will be date on the certificate?

Procedure for Name Change on Physical Share Certificates

1. *Board Meeting*: Convene a board meeting to approve the name change request.

2. *Verification of Documents*: Verify the necessary documents, such as the shareholder's identity proof, proof of name change (e.g., marriage certificate or gazette notification), and the original share certificates.

3. *Approval and Resolution*: Pass a board resolution approving the name change and authorizing the issuance of new share certificates or endorsement on existing certificates. Endorsement on Existing Certificates or Issuance of New Certificates -

*Endorsement*: The company can endorse the name change on the existing certificates by crossing out the old name and writing the new name manually, duly authenticated by authorized signatories. -

*New Certificates*: Alternatively, the company can issue new share certificates in lieu of the existing ones.

Certificate Details - *Certificate Number*: If new certificates are issued, they can retain the existing certificate number or have a new one, depending on the company's decision. -

*Date*: The date on the new certificate or endorsement should be the date of the board resolution approving the name change or the date of issuance of the new certificate. Additional Considerations -

*Shareholder's Request*: The company should ensure that the shareholder's request is properly documented and approved. -

*Record-Keeping*: The company should maintain accurate records of the name change, including the board resolution, updated shareholder register, and any new or endorsed share certificates

. By following these steps, the company can efficiently process the name change request and update the shareholder's records.