• Effect of name change of a company over its real estate

We are a private limited company. The company was registered with ROC in 1995. Due to some available opportunity the company is looking to change the Object Clause of Memorandum of Article at ROC. As the original name of the company does not match with the newly intended business. For this the ROC at the time of registering change in MOA may ask us for change in name.

Will this change in name attract afresh stamp duty towards the existing owned real estate of the company. If no, then what is the procedure to update name of the company in Registered title deed and other government land records.
Asked 9 months ago in Property Law from Bilaspur, Chhattisgarh
Religion: Sikh
In cases where merely the name of the Company is changed with the
approval of the Registrar of Companies no transaction/sale of property takes place and only change 
in name of the Company is sought to be recorded in the revenue record, no stamp
duty is chargeable.
Ajay Sethi
Advocate, Mumbai
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Will this change in name attract afresh stamp duty towards the existing owned real estate of the company. If no, then what is the procedure to update name of the company in Registered title deed and other government land records.

Change in name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of companies. Section 13 of the Companies Act, 2013 says that name of a company may be changed by passing a Special resolution in the general meeting and with the approval of the Central Government. Procedural steps for alteration of name of a Company.
Name approval has to be obtained from the Registrar of Companies ["RoC"] by submitting an application in eForm No. – INC 1 along with the prescribed fee of Rs. 1,000/-. The name once approved by the RoC is valid for 60 days. The new name should be in accordance with the naming guidelines prescribed in Rule 8 of the Companies (Incorporation) Rules, 2014;
Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company (In case name is changed because of change in main business activity of the company);
Adoption of new set of Articles of Association of the Company (In line with the provisions of Companies Act, 2013);
Hold extraordinary general meeting and pass the following resolutions:
Change of name of the company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
Deletion of other object clause of the Memorandum of Association of the Company as Special Resolution;
Amendment the liability clause of the Memorandum of Association of the Company as Special Resolution;
Adoption of new set of Articles of Association of the Company as Special Resolution.
Prepare and file eForm No. MGT 14 within 30 days of passing of Special resolution with the RoC. The following documents shall be filed as an attachment to the eForm No. MGT – 14:
Notice of extraordinary general meeting along with the explanatory statements;
Certified true copy of Special resolutions;
Altered Memorandum and Articles of Association;
Minutes of the extraordinary general meeting;
Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.
Prepare and file eForm No. INC – 24 within 30 days of passing of Special resolution for obtaining approval of Central Government (Power delegated to Registrar of Companies) for change of name of the Company. The following documents shall be filed as an attachment to the eForm No. INC – 24:
Notice of extraordinary general meeting along with the explanatory statements;
Certified true copy of Special resolutions;
Altered Memorandum and Articles of Association;
Minutes of the extraordinary general meeting;
Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.
After all the necessary forms and papers are filed and reviewed by the RoC, the RoC may require certain clarifications. These clarifications or enquiry need to be satisfied for obtaining approval of RoC;
New Certificate of Incorporation: Once all clarifications are provided, the New Certificate of Incorporation is issued by the RoC and the new name of the Company shall be deemed to be effective from the date of issue of certificate.





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