Change of name- general aspects and discussion in view of judgment on issue of no transfer and no stamp duty payable on change of name.

[DEV KUMAR KOTHARI]

Change of name – general discussions:

Any person   whether individual or organization like firm, AOP, BOI, company,  etc . is known by a name. The name can be adopted subject to some restrictions, if any, which may apply to any particular type of person. There can be some procedural requirements and restrictions for adopting a new name, changing name and announcement of the same in particular manner.  

There can be requirement to mention former name also with new name for certain period of time or always, in some situations.

The change in name does not change the person. Suppose Mr. A changes his name to Mr. X, there is no change in the person. The person remain the same, only the name by which he is known is changed.

In case of women, change in name on or after marriage is very common practice in our society. Mostly the change is in surname and / or with addition of  name of husband.

In case of individuals, change in name can be made effective with an affidavit and / or public announcement.

In case of married woman, change in name can be acceptable even by a letter with a copy of marriage certificate.

Public announcement:

Public announcement can be optional or compulsory, it depend on local general  law or specific  law  applicable to  particular type of person or organization. However, a public announcement is desirable for awareness of concerned public and section of public.

Information and endorsement of new name:

On change of name or adoption of new name,  the person who changed the name is required to inform all concerned about new name and to request to substitute the new name in place of old name and to address all future documents, communications etc. in new name.

In documents and related records   like for  PAN card , AADHAR card,  property cards /  registration, driving license, identity cards, etc. endorsement or obtaining same with new name are required for future requirements and use.

Examples of statutory conditions:

For change in name of countries, states, cities, streets ,  public organizations like courts, corporate bodies like companies, societies,  etc. different statutory provisions and  requirements relating to procedures for  prior approval of names, announcement of intention to change name, inviting suggestions and objections, meetings of stake holders, approval of concerned stake holders with specified  minimum votes in favor, approval of concerned authorities  are required under different applicable laws.

Change in name does not affect ownership, rights and claims and obligations:

As per general law and understanding, as discussed earlier, there is no change in these and similar various aspects. The new name is substituted in place of old name. Even suppose, if any action is immediately required, one can take the action in new name with addition of old name ….  Or formerly known as …  

Organizations governed by specific laws, also find specific provisions in this regard in respective law.

A case of unnecessary litigation by State , registration and stamp authorities:

In case reported as  2020 (9) TMI 80 - HIMACHAL PRADESH HIGH COURT RECKITT BENCKISER (INDIA) PRIVATE LIMITED VERSUS STATE OF H.P. & NOTHER CWP No. 1293 of 2019 decided vide judgment dates  29 February 2020 we find a case of change in name of company, as per provisions of the Companies Act, 2013 / 1956.

In this case, the state authorities attempted to levy stamp duty for endorsement of new name.

It appears that the honorable High Court was also not happy with this as we find in the following observations  in paragraph 16 and 18  of the judgment ) reproduced with highlights added:

            16) The stand of the respondents that the present is not a case of mere change of name and rather a case of conversion of public limited company to private limited company, hence stamp duty is chargeable under Section 3 of the Indian Stamp Act, 1899 though has been taken by the respondents-State to make an attempt just to mislead this Court and confuse the whole issue, however, unsuccessfully. Section 3 of the Stamp Act speaks about the instruments, which are chargeable with duties, subject to the exemptions contained in Schedule-I. The instrument referred to herein and also Schedule-I, nowhere show that on mere addition of word ‘private’ in the name of a company without transfer of its assets and liability, is an instrument, which is chargeable thereunder. So far as the Registration Act is concerned, only that instrument is chargeable, which needs registration.

18) It is worth mentioning that the circular dated 16.2.2012 Annexure P-2 clearly distinguishes between cases pertaining to change of name simplicitor under the provisions of Companies Act 1956 and for that matter Companies Act 2013 and those with transfer of assets. The second category of cases cover transaction like merger, demerger and amalgamation etc., which involve two separate entities and transfer of assets from one entity to another. Annexure P-2 clearly postulates that no stamp duty or registration fee is payable in a case of change of name of the Company. In the case in hand since no transfer of assets occurred on account of change of the name of the petitioner Company, hence neither stamp duty nor registration charges is payable on such change of name of the petitioner and its name is required to be entered in the revenue record pertaining to the land and building in question. The respondents, therefore, are under an obligation to update the entries in the revenue record pertaining to the land with the new name of the petitioner Company by addition of word ‘private’ without payment of any stamp duty and registration charges.

 Unquote:

As discussed in general discussion in this write-up, mere change in name does not involve any transfer of any  interest or obligation of the person who has changed the name. The person remains the same only name stands changed.