Share Certificate

Dear Khushboo,

There is no need to change the Share Certificates. As the company is private, it may intimate the shareholders and may also put a seal of new name on the certificates.

Further,when the name is changed the ROC must have issued fresh certificate of Incorporation with the new name and Memorandum and Articles had also been changed.

But suppose if the share certificates are transferred to some X individual then how will he come to know about the name of the company

Dear Ms. Khushboo,

At the time of issue of share certificate, u can put the name of the company which are shown in your certificate of Incorporation whether it is Public or Private, subject to the provisions of Articles of Association. 

Later if ur company name is change, it will be change with the approval of share holder in general meeting and shareholder known the old and new name of the company.

In my opinion, there is no need to says that shareholders do not know the name of the company, its the duty of the shareholders to informe the new name of the company to transferee .

It will be sufficient to file the old name share certificate with transfer deet to company for register the share transfer details in Shareholder Register maintained by the company.

Regards

Dear Ms.Khusbhoo
 

If you are so particular on issuing new share certificates (with changed name), please follow the below mentioned procedure. At a duly convened board meeting place the fresh certificate of incorporation (received from ROC) and take the same on record. At the same meeting obtain approval of the board for issue of new share certificates (with changed name) to all the existing members of the company. Also place before the board the specimen of the new share certificate and obtain approval. Armed with board approval send letter to all members requesting them to surrender their share certificate to enable the company to issue new share certificates. On receipt of old share certificates cancel the same and issue new share certificates and send the same to members.

with regards

Muralidharan

Dear Khushboo,

As you say that the company is PRIVATE LIMITED. So where is Section 3(1)(iii), you are transferring the shares??

Dear Ankur

As per my understanding it restricts the right to transfer and not prohibit the right. Further shares are freely transferable.

Dear Khushboo,

Yes, there is a restriction on the right to transfer. It is not necessary to issue new share certificates. However, if you want to issue, you may issue after getting it approved by the directors. Otherwise you may also fix a seal on the old certificates. 

Dear ankur,

Can u pl tel me if ther's ny section in regards to the same, i mean which tells that ther is no need to issue new certificates al over again..

My client has a few old shares with transfer certificates duly signed by the seller. I had forgotten to send them for transfer. The matter is over 10 years old. Can I send the shares for transfer to the company or its share registry.