CHANGE OF NAME OF AN EXISTING COMPANY

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 31^st 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