Whether the change of name of a Company with the approval of RoC would amount to transfer of assets of the Company attracting imposition of Stamp Duty and Registration Fee? – Groupe SEB India Pvt. Ltd. and Another Vs. State of Himachal Pradesh and others – Himachal Pradesh High Court
Hon’ble High Court held that:
(i) Mere acquiring of equity share capital of ‘Company does not amount to transfer, assignment or parting with the possession or any other rights of the allottee Company, neither with the plot in question nor structure in existence thereon.
(ii) Transfer of shares of shareholders of company to third party, does not mean transfer of properties of the company to third party nor shareholders have any right, title or interest in the property belonging to the company.
(iii) Approval for change of name by Registrar of Companies under Section 13 of the Companies Act, 2013 does not mean transaction or sale as such no stamp duty is chargeable.
(iv) Change of name of the Company in revenue record does not mean transfer of assets, consequently, there is no obligation to pay stamp duty and registration fee.