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ACCA Applied Skills · Corporate and Business Law (Global) · The formation and constitution of a company

Rania Ltd has been trading for five years. It now wishes to change its name to 'Rania Global Ltd'. The articles contain no special provisions on name changes. Which is the correct procedure?

The members pass a special resolution and the registrar registers the change, issuing a certificate of incorporation on change of name. Directors cannot do this alone without authority in the articles, and no winding up is needed because the company remains the same legal person.

  1. AThe members pass a special resolution, and the registrar issues a new certificate of incorporation on change of nameCorrect
  2. BThe directors alone decide and the company simply informs customers
  3. CThe company must be wound up and a new company incorporated under the new name

Explanation

A company changes its name by special resolution of the members (or by another method set out in its articles), followed by notice to the registrar, who registers the change and issues a certificate of incorporation on change of name. Directors cannot act alone unless the articles give them that power, and winding up is unnecessary because the change does not create a new legal person.

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