Rectification of Register for Changed Company Name Confirmed Where Fresh Incorporation Certificate Shows Same Legal Entity

A company whose name was lawfully changed and supported by a fresh certificate of incorporation was entitled to rectification of the register of members so that its new name replaced its former name in respect of shares already held by it. The court treated the change as a continuation of the same legal entity, not a transfer of shares to another person, and held that the fresh certificate was conclusive evidence that the statutory steps for the name change had been completed. It rejected the attempt to invoke transfer restrictions and found no sufficient cause to refuse correction, so the register was ordered to be amended.

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Issues: Whether a company whose name has been lawfully changed and supported by a fresh certificate of incorporation is entitled to have the register of members rectified so that its new name is substituted in place of its former name in respect of shares already held by it.

Analysis: The petition concerned only a change of name of an existing shareholder and not a transfer of shares to a different entity. The statutory scheme treats a fresh certificate of incorporation on change of name as conclusive evidence that the requisite legal steps have been completed, and the change does not affect existing rights or obligations. The attempt to characterise the request as a device to circumvent the company's transfer restrictions was rejected because the shareholder remained the same legal entity, and an uncommunicated or unacted-upon transfer arrangement could not displace that legal position. The discretionary remedy of rectification was also found appropriate because the company had no sufficient cause to refuse the correction.

Conclusion: The request for rectification was allowed, and the company was directed to substitute the petitioner's changed name in the register of members and implement the order.

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