Certificate of incorporation under the new name
The Act states that if the Registrar approves the name which the company has resolved should be its new name, he shall on payment of the prescribed fee issue a certificate of incorporation of the company under the new name and upon the issue of such certificate of incorporation the change of name shall become effective as mentioned in Section 23(2).
| Activity 2.7
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Change of a company name if there is a mistake in its name or change of a company name that cannot be registered
Section 23(3) of the Act provides that if the name of a company is (whether through inadvertence or otherwise and whether originally or by change of name) a name by which the company could not be registered without contravention of Section 22(1)
the company may by special resolution change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the date of the direction or such longer period as the Registrar allows unless the Minister by written notice annuls the direction, and if the company fails to comply with the direction it shall be guilty of an offence against this Act. The default penalty for the contravention of this subsection is one thousand ringgit.
Company name incorporated before the commencement of the Act
Section 23(4) of the Act states that where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since the commencement of this Act, the Registrar shall not, except with the approval of the Minister, exercise his power under subsection (3) to direct the company to change its name.
| Activity 2.8
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Changing company name from “Limited” to “Berhad”, etc
Upon the commencement of this Act, a company which has the word “Limited” as the last word of its name shall be deemed to have changed its name by substituting the word “Limited” with the word “Berhad ”. A company which has the abbreviation “Ltd.” at the end of its name shall be deemed to have altered its name by substituting the abbreviation “Ltd.” with the abbreviation “Bhd ”. In the case of an unlimited company at the end of its name, the company shall be deemed to have altered its name to include the abbreviation “Sdn.” immediately before the word “Berhad ” or before the abbreviation “Bhd ”.
Provided that this section shall not operate to prevent a company which immediately before the commencement of this Act and which had the word “Limited” or the abbreviation “Ltd.” as part of its name or which was a private company and which did not have the word “Sendirian” or the abbreviation “Sdn.” as part of its name from continuing to use the name set forth in its memorandum immediately before the commencement of this Act until the expiration of two years after the commencement of this Act as mentioned in Section 23(5).
Change of a company name does not affect the rights and obligations of the company
A change of name pursuant to this Act shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name as mentioned in Section 23(6).