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CS Executive · Company Law and Practice · Memorandum and Articles of Association and its Alteration

Himalaya Foods Private Limited, registered in Delhi, passes a special resolution to change its name to Himalaya Agro Private Limited. Which statement about the effectiveness of the change is correct?

A change in a company's name becomes complete and effective only when the Registrar issues a fresh certificate of incorporation with the new name, after the Central Government has approved the change in writing. The special resolution alone, or its filing, does not make the change effective.

  1. AIt takes effect as soon as the special resolution is passed at the general meeting
  2. BIt takes effect once the Board of Directors approves the new name
  3. CIt is effective only on the issue of a fresh certificate of incorporation by the Registrar, after written approval of the Central GovernmentCorrect
  4. DIt takes effect on filing the resolution with the Registrar, even before any certificate is issued

Explanation

A change of name needs a special resolution and the written approval of the Central Government. The Registrar enters the new name and issues a fresh certificate of incorporation, and the change is complete and effective only on that issue. Passing the resolution or filing it does not by itself make the change effective.

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