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

Sunrise Textiles Ltd, a company in Surat, passes a special resolution to change its name to 'Sunrise Fabrics Ltd' and obtains the Central Government's written approval. From which moment is the change in name complete and effective?

The change of name becomes complete and effective only when the Registrar issues a fresh certificate of incorporation bearing the new name. The special resolution and Central Government approval are prerequisites, but the certificate is what gives the change legal effect under section 13(3).

  1. AOn the date the special resolution is passed at the general meeting
  2. BOn the date the Central Government grants its written approval
  3. COn the date the Registrar issues a fresh certificate of incorporation with the new nameCorrect
  4. DOn the date the new name is first printed on the company's letterheads

Explanation

Under section 13(3), once the Registrar enters the new name in the register of companies, he issues a fresh certificate of incorporation. The change is complete and effective only on the issue of that certificate. The resolution and the Central Government approval are necessary steps but do not by themselves make the change effective.

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