Alteration of name clause: section 21 provides that the name of a company may be changed at any time by passing a special Resolution at a general meeting of the company and with the written approval of the Central Government. However, no approval of the Central Government is necessary if the change of name involves only the addition or deletion of the word “private” (i.e. when public company is converted into a private company or vice versa).
The application for change of name is required to be made to the Registrar of Companies in Form 1A along with the prescribed fees to ascertain availability of the name. The period of validity of the name so allowed is six months.
The change must be communicated to the Registrar of Companies by filling form 23 prescribed under the companies (Central Government’s) General Rules and Regulation within thirty days of the passing thereof. The change in name shall be submitted by the registrar in the light of guidelines prescribed by the Central Government in this behalf.
Change by ordinary resolution:
If through inadvertence or otherwise, a company on its first registration or on its registration by a new name has been registered with a name which in the opinion of the Central Government, is identical with or too closely resembles the name of the existing company, the company may change its name by passing an ordinary resolution and by obtaining the approval of the Central Government in writing [sec. 22]. Again, the company may change its name by following the aforesaid procedure, where an application has been made by a registered proprietor of a trade mark and in the opinion of the Central Government, the name is identical with or too nearly resembles trade mark of such proprietor under the Trade Marks Act, 1999.
The Registrar of Companies will enter the new name on the register in place of the old name and shall issue a fresh certificate of incorporation with necessary alteration [section 23(1)]
The change of name becomes effective on the issue of fresh certificate on incorporation. The Registrar of Companies will also make the necessary alteration in the Memorandum of Association of the company. [Section 23(2)]
Alteration of Registered Office Clause: the change of the Registered office may include:-
(i) Change of registered office from one place to another place in the same city, town
(ii) Change of registered office from one town to another town in the same state
(iii) Change of registered office from one state to another state is possible by alteration in the Memorandum of Association.
Following are the procedure for the change of the registered office:
(i) For the alteration of this clause, a special resolution should be given by the company [section 17(1)]. An Advertisement should be given by the company in the newspaper for the declaration of the change proposed to be made and also a notice to the state Government (Rule 36 of CLB Rules 1975). All the shareholders should be informed about it by the notice.
(ii) The alteration of the provision of Memorandum of Association relating to the change of the registered office from one state to another state shall take effect only when it is confirmed by CLB on petition [section 17(2)]
(iii) The company Law Board before giving confirmation to the alteration must get itself satisfied that the sufficient notices have been delivered to every person whose interest will be affected by the alteration. And that the opinion of the creditor of the company has been obtained or their debts or claims have been discharged or secured. [section 17(3)]
(iv) The Company Law Board shall cause a notice of the petition for confirmation of the alteration to be served public on the registrar. The registrar will then give a reasonable opportunity to appeal before Company Law Board and state his obligation and suggestion if any, with respect to the confirmation of alteration [section 17(4)].
(v) An order confirming the alteration must be given by the Company Law Board on such terms and conditions as it think fit [section 17(5)]
(vi) A regard is given by Company Law Board to the right and interest of the members and creditors of the company. [section 17(6)]
(vii) A certified copy of the order of Company Law Board confirming the alteration must be filled by the company with the registrar within 3 months from the date of order alongwith the printed copy of Memorandum of Association. [section 18(1)(a)]
(viii)The certificate will be conclusive evidence that all the requirement of the act have been fulfilled [section 18(2)]
(ix) All the records of the company shall then be transferred to the Registrar of Companies of the state in which the registered office of the company is transferred [section 18(3)].
(x) The alteration becomes void and inoperative, if the order is not filed within 3 months. [section 19]
Alteration of Object clause: section 17 of the companies act, 1956 empowers a company to alter its articles by passing a special Resolution . A company may change its object clause in so far as it is necessary for any of the following purposes given below:-
(i) To carry on its business more economically or more efficiently [section 17(1)(a)]
(ii) To attain its main purpose by new of improved means [section 17(1)(b)]
(iii) To enlarge or change the local area of its operation [section 17(1)(c)]
(iv) To carry on some business which under existing circumstances may be conveniently or advantageously combined with the business of the company [section 17(1)(d)]
(v) To restrict or abandon any of the objects specified in the memorandum [section 17(1)(e)]
(vi) To sell or dispose of the whole or any part of the undertaking to the company [section 17(1)(f)]
(vii) To amalgamate with any other company or body of persons [section 17(1)(g)]
To alter the object of the company, a special resolution is to be passed at a general meeting.
A printed or a typewritten copy of the special resolution is required to be filled with the Registrar of Companies within 30 days of the passing thereof.
The Registrar of Companies will register the documents and issue within one month, a certificate which will be conclusive evidence that everything required has been done [section 18]
If the required documents are not filled within the specified time. The alteration will at the completion of such period, become void and inoperative. [section 19]
Alteration of the liability clause: in normal way a liability clause cannot be altered to make the liability unlimited, but still the alteration are done in the liability clause:
(i) Conversion of unlimited liability into a limited liability: the procedure is to get it re-registered.
(ii) Limited liability into unlimited liability: All the members have to give consent and the consent should be written.
Alteration of Capital Clause:
Section 94 provides that, if the articles authorize, a company limited by share capital may, by an ordinary resolution passed in general meeting, alter the conditions of its memorandum in regard to capital so as –
(i) To increase its authorized share capital by such amount as it thinks expedient by issuing fresh shares;
(ii) To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares e.g. 10 shares of Rs. 10 each may be consolidated into one share of Rs. 100 each;
(iii) To convert all or any of its fully paid up shares into stock, and reconvert that stock into fully paid up shares of any denomination
(iv) To sub-divide its shares, or any of them, into shares of smaller amount than fixed by the memorandum, but the proportion of paid and unpaid on each share must remain the same.
(v) To cancel shares which, at the date of passing of the resolution in that behalf, have not been taken by any person and thus diminish the amount of its share capital by the amount of the shares so cancelled.
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