CHANGE OF NAME OF AN
EXISTING COMPANY
The following are the
procedures for change of name of existing company .
1. To pass a board resolution for making application for
availability of name
2. Form 1A has to be submitted with ROC for availability of
new name.
3. Get the name approval
4. In case the company is changing its name reflecting new
business activity, it can be done only if the company has already generated
more than 50% of its income from the new activity or taken effective steps for
carrying out the new proposed activity either through other objects or
incidental objects or main objects which should be supported by auditor’s
certificate.
5. Conduct the board meeting to fix time, date and place to
conduct an Extraordinary General Meeting to pass the resolutions for
i) Change of name in MOA
ii) Change of name in AOA
iii) Change of name in other documents like
letter head, name board, stamps, etc
6. Send notice to all the shareholders.
7. Conduct Extraordinary General Meeting to get approval
from shareholders and pass respective resolutions
8. File form 23 with in 30 days of passing resolutions.
9. File form 1B within 30 days from the date of
Extraordinary General Meeting and get the new name certified with ROC.
Board Resolution
Extract from the
ordinary Resolution passed at the board meeting of M/s. XYZ Ltd held on Wednesday the 31st
day of December 2012 at 10.30AM at the Register office, No. 14, Gandhiji Road,
T.Nagar, Chennai – 600 017
“RESOLVED THAT pursuant to Sec 21 and other applicable
provisions of the Companies Act 1956, if any an application be made to the
Registrar of Companies, Tamil Nadu, in Form 1A for ascertaining the
availability of the name M/s.ABC Ltd or M/s. AAA Ltd or such other name as approved by the
Registrar of Companies, Tamil Nadu so as to enable the Company to change its
name from M/s. XYZ Ltd to M/s. ABC Ltd subject to the approval of the members
and the concerned authority under the Companies Act 1956.
RESOLVED FURTHER THAT any one of the Directors of the
company be and is hereby authorized to sign the said application in Form 1A and
submit such documents and do such things as may be necessary in this regard.”
For M/s. XYZ Ltd
DIRECTOR
NOTICE
Notice is hereby
given that and Extraordinary General Meeting of M/s. XYZ Ltd will be held on Monday, the 21th day
of January 2013 at 11 A.M at the Register office, No. 14, Gandhiji Road,
T.Nagar, Chennai – 600 017 to consider if thought fit to pass with or without
modification the following resolutions as a special resolution:
SPECIAL BUSINESS
1. To consider and if thought fit to pass the following
resolution with or without modification as special Resolution:
“RESOLVED THAT pursuant to Sec 21 and other applicable
provisions of the Companies Act 1956, if any subject to the availability of the
name and the approval of the registrar of companies, the name of the company be
changed from M/s. XYZ Ltd to M/s. ABC
Ltd
RESOLVED THAT pursuant to Sec 31 and other applicable
provisions of the Companies Act 1956, if any the name of M/s. XYZ Ltd wherever it appears in the Memorandum
of Association and Article of Association and other documents be substituted by
the New name ABC Ltd
For M/s. XYZ Ltd
DIRECTOR
NOTES:
i)
A member entitled
to attend and vote at the meeting is entitled to appoint a proxy, to attend and
vote on poll instead of him/her and proxy need not be a member of the Company.
Proxy form, in order to be effective must be received by the company not less
than 48 hours before the meeting.
ii)
Explanatory statement pursuant to section 173(2) of the
Companies Act, 1956, is annexed hereto.
EXPLANATORY STATEMENT PURSUANT TO
SECTION 173(2) OF THE COMPANIES ACTS, 1956.
Item No . 1 : The Company proposes to change the name of the
company from M/s. XYZ Ltd to M/s. ABC Ltd. The company has received approval
from Registrar of Companies Tamil Nadu for the above name. In view of change of
name the existing name M/s. XYZ Ltd has
to be substituted by the new name M/s. ABC Ltd wherever it appears in Memorandum
of Association and Article of Association. Shareholders’ approval is required
by Special Resolution for change of name of the company. The Board recommends
the resolution as Special Resolution for the approval of the members pursuant
to Sec 21 of the Companies Act 1956
No directors is interested in or concerned with the
resolutions
For M/s. XYZ Ltd
DIRECTOR
Certified Copy of EGM
Resolution
Extract from the Special
Resolution passed at the Extraordinary General Meeting of M/s. XYZ Ltd will be
held on Monday, the 21th day of January 2013 at 11 A.M at the Register office,
No. 14, Gandhiji Road, T.Nagar, Chennai – 600 017
“RESOLVED THAT pursuant to Sec 21 and other applicable
provisions of the Companies Act 1956, if any subject to the availability of the
name and the approval of the registrar of companies, the name of the company be
changed from M/s. XYZ Ltd to M/s. ABC Ltd
RESOLVED THAT pursuant to Sec 31 and other applicable
provisions of the Companies Act 1956, if any the name of M/s. XYZ Ltd wherever
it appears in the Memorandum of Association and Article of Association and
other documents be substituted by the New name M/s. ABC Ltd
For M/s. XYZ Ltd
DIRECTOR
