RE: Legal Opinion regarding change of name of account“Company 1” to “Company 2” in Bank 1.
We refer to your letter no. ……….. dated 26 July 2007 on the above subject.
From perusal of your letter and the provided documents, it appears that currently Company1 is maintaining a Current Account bearing no. 4273 in the name of “Company 1” with Bank 1.
Now the Deputy Managing Director of Company 2 has requested the Branch Manager, ……….. to change the name of the account “Company 1” to “Company 2” as the name of COMPANY 3 has been changed to Company 2. The Deputy Managing Director has submitted a certificate of incorporation dated 25 February 2007 issued by the Registrar of Joint Stock Companies & Firms (“RJSC”) incorporating the company in its new name.
In these circumstances, you have requested our legal opinion as to whether there are any legal complications in the Bank converting the name of the said account in the said manner.
According to Section 11 (6) of the Companies Act 1994, any company may, by special resolution and subject to the approval of the RJSC signified in writing, change it name.
According to Section 11 (7) of the Companies Act 1994, where a company changes its name, RJSC shall enter the new name on the register in place of the former name, and shall issued a certificate of incorporation in its new name to meet the circumstances of the case and on the issue of such a certificate, the change of name shall be complete.
Section 11 (8) of the Companies Act 1994 states that, the change of name shall not change any rights or obligations of the company.
From perusal of the provided documents, it appears that the Deputy Managing Director of the Company has submitted the certificate of incorporation dated 25 February 2007 issued by RJSC incorporating the company in its new name. However, the special resolution passed by the Company in its general meeting has not been submitted to the Bank.
The Bank should ask the Company to provide them with a copy of the special resolution. Subject to receiving a copy of the special resolution, the Bank may change the name of the account “Company 1” to “Company 2”.
If you have any further query, please do not hesitate to contact the undersigned.
For: “The Lawyers & Jurists”