What is a Change Company Name?
Changing a company’s name is a strategic decision that can impact branding, market positioning, legal identity, and stakeholder perception. In India, this process is governed by the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. A company can change its name for many reasons — such as rebranding, mergers, diversification of business activities, change ownership, or resolve trademark conflicts. However, the process involves several legal steps, regulatory approvals, documentation, and compliance obligations that must be followed to ensure the name change is legally valid and enforceable.
A company name change refers to altering the legal name of a registered company as recorded with the Registrar of Companies (RoC) under the Ministry of Corporate Affairs (MCA). This could be due to strategic rebranding, change in business direction, merger or acquisition, or to correct issues such as trademark conflicts. After a successful name change, the company operates under the new name for all legal, contractual, financial, and statutory purposes.
Importantly, the company cannot use the new name in any legal documents until the Ministry of Corporate Affairs has granted approval and issued a fresh Certificate of Incorporation with the updated name.
Legal Framework Governing Change of Company Name
The legal foundation for changing a company name is found in the Companies Act, 2013 and related rules:
Section 13 of the Companies Act, 2013
Section 13 empowers companies to alter their Memorandum of Association (MoA), including the name. Any change in the company’s name must comply with the naming rules and be approved by the Central Government in writing (via the RoC).
The Act also states that:
- The name shall not resemble an existing company name.
- Certain words require special approval (e.g., if suggesting government authority).
Rule 29 of the Companies (Incorporation) Rules, 2014
Rule 29 specifies procedural requirements for a name change, including mandatory forms and conditions such as:
- The company must not be in default to filing annual returns or financial statements.
- The name change application must include the special resolution and necessary attachments.
Why Companies Change Their Name
There are several common reasons why companies choose to change their name:
Rebranding and Market Positioning
To reflect a new brand identity, appeal to new markets, or modernize the corporate image.
Business Diversification
When the company expands into different sectors or industries and the old name is no longer representative of its activities.
Merger or Corporate Restructuring
Following a merger, acquisition, or internal restructuring, the company might choose a new name to reflect the new entity.
Trademark Conflicts
If the current name conflicts with an existing trademark, a name change may be necessary to avoid legal issues.
Statutory or Judicial Directives
Occasionally, the government or a court may direct a company to change its name if it is misleading or violates naming principles.
Preconditions and Restrictions Before Changing Company Name
Before initiating a name change, companies must ensure the following conditions are met:
No Pending Defaults
Companies with pending filings of annual returns or financial statements or outstanding payments related to deposits, debentures, and their interest may not be permitted to change their name until these obligations are cleared.
Name Must Be Unique
The proposed name must be unique and not identical or deceptively similar to an existing company or trademark. MCA runs checks for similar names during the name reservation step.
No Restricted Terms
Names that imply government patronage or are misleading are not permitted unless specific approval is obtained.
Step-by-Step Procedure to Change Company Name
Changing a company name is a multi-stage process, involving internal approvals and filings with the MCA. Below is the standard procedure:
Step 1: Board Meeting and Board Resolution
The process begins with a Board of Directors meeting, where:
- The proposed new name(s) are considered.
- One or more preferred names are shortlisted.
- A Board Resolution is passed to nominate authorities to file name approval applications.
This resolution sets the stage for filing for name reservation with the MCA.
Step 2: Name Approval (RUN Form)
Once the Board has approved the new name, the company must apply for name availability approval through the RUN (Reserve Unique Name) service on the MCA portal.
- The company can propose two preferred names in order of preference.
- The MCA checks for uniqueness and compliance with naming rules.
- If approved, an approval reference number is generated.
Fees: A non-refundable ₹1,000 fee is paid for RUN.
Step 3: Hold Extraordinary General Meeting (EGM)
After name approval via RUN, the company must convene an Extraordinary General Meeting (EGM) for shareholders to pass a Special Resolution approving:
- The name change.
- Amendment of the Memorandum of Association (MoA) to reflect new name.
- Amendment of the Articles of Association (AoA)* if necessary.
A special resolution requires at least 75% approval of shareholders present and voting.
Note: A notice must be sent to shareholders in advance as per statutory requirements.
Step 4: File Form MGT-14
Within 30 days of the EGM, the company must file Form MGT-14 with the RoC. This filing includes:
- The Special Resolution.
- Explanatory statement and notice of the meeting.
- Altered MoA/AoA reflecting the new name.
The form certifies the shareholder approval for the name change.
Step 5: File Form INC-24 (Name Change Application)
After MGT-14 is certified, the company files Form INC-24 with the MCA. This is the main application for Central Government approval of the new name under Section 13(2) of the Act. The form must include:
- Approved SRN from RUN.
- Special Resolution and meeting minutes.
- Altered MoA/AoA.
- Declarations from directors.
Important: Form INC-24 can be filed only if the company is compliant with statutory filings (annual returns, financials).
Step 6: ROC Issues New Certificate of Incorporation
Upon successful scrutiny and approval of Form INC-24, the Registrar of Companies updates the company name and issues a fresh Certificate of Incorporation (COI) with the new name. From this date onwards, the new name becomes legally effective.
At this point, the company can start using the new name in all legal, financial, and operational contexts.
Documents Required for Company Name Change
The following documents are typically required for the name change process:
- Board Resolution authorising name change.
- Notice and minutes of the Extra-Ordinary General Meeting.
- Special Resolution approving the new name.
- Altered Memorandum of Association (MoA).
- Altered Articles of Association (AoA).
- Certified true copies of special resolution and meeting minutes.
- List of directors and shareholders.
- Certificate of Incorporation (latest).
- DSC of authorised signatory.
- Proposed new name(s) list.
- Affidavits/declarations required for Form INC-24.
ROC Fees and Professional Costs
Fees vary by authorized capital and company type. Common components include:
RUN (Reserve Unique Name) – ₹1,000
- The first mandatory payment is for filing the RUN (Reserve Unique Name) application on the MCA portal.
This fee is:
- Fixed at ₹1,000, regardless of company size or capital.
- Non-refundable, even if the proposed name is rejected.
- Charged each time the company submits a new name reservation request.
- RUN is used to check availability and reserve the proposed new company name. The MCA evaluates the name against naming guidelines, trademark conflicts, and similarity with existing companies. Only after approval can you proceed with EGM and filings.
- Purpose of RUN Fee:
To obtain official name approval and secure the right to use the new name before making further filings.
Form MGT-14 Filing Fees — ₹200 to ₹600
- Form MGT-14 is submitted within 30 days of passing the Special Resolution for name change in the Extraordinary General Meeting (EGM).
This form registers the resolution with the ROC.
What MGT-14 Includes
- Special Resolution copy
- Explanatory statement of the EGM
- Altered MoA/AoA
- Notice of the meeting, attendance, and consent records
- Purpose of MGT-14 Fee:
To legally record that shareholders have approved the name change and that MoA/AoA modifications have been authorized.
Form INC-24 Filing Fees — ₹1,000 to ₹20,000
- Form INC-24 is the most critical filing, as it is the formal application to the Central Government (through ROC) seeking approval for the new company name. Once INC-24 is approved, a new Certificate of Incorporation (COI) is issued.
What INC-24 Includes
- SRN of RUN (name reservation approval)
- Copy of Special Resolution
- Updated MoA and AoA
- Board resolutions
- Application justification and compliance declarations
- Purpose of INC-24 Fee:
To process the legal name change request, verify documents, and issue the fresh Certificate of Incorporation with the new name.
Professional Fees
Companies often engage professionals (Company Secretaries, CAs, Legal Advisors) for drafting, filings, and compliance support. Professional fees typically range from ₹5,000 to ₹15,000 or more depending on complexity.
Timeline for Company Name Change
The overall process typically takes 10–30 working days from RUN application to fresh COI issuance, depending on document readiness, ROC verification times, and statutory notice periods.
Breakdown (Approximate)
- Board meeting & name planning: 1–3 days
- RUN approval: 2–5 days
- EGM and special resolution: Varies (21 days notice minimum)
- MGT-14 filing: 1–2 days
- INC-24 approval & ROC issuance: 7–15 days
Post-Name Change Compliance
Once the ROC issues a fresh Certificate of Incorporation under new name:
Update MOA & AoA
Ensure all instruments reflect the new legal name.
Statutory Records
Update company seal, letterheads, invoices, contracts, and official communications.
Government Registrations
Apply for updates to:
- PAN/TAN
- GST
- EPF/ESIC accounts
- Income tax records & tax registrations
Bank Accounts
Update bank records and checkbooks with the new company name.
Stakeholder Notification
Inform clients, vendors, employees, and partners about the legal name change to avoid confusion in contracts and operations.
Scope of Change Company Name Services
Our comprehensive Change Company Name services include:
- Legal Documentation: We prepare and file all necessary legal documents to facilitate the name change.
- Regulatory Compliance: Ensuring compliance with local, state, and federal regulations associated with the name change.
- Notification to Stakeholders: Assistance in notifying stakeholders, including clients, suppliers, and regulatory bodies.
- Updating Business Records: Help in updating records with relevant authorities, such as the Secretary of State and tax agencies.
Key Features of Our Services
- Expert Guidance: Our team of professionals has extensive experience navigating the complexities of the name change process.
- Customized Solutions: We tailor our services to meet the specific needs of your business, ensuring a smooth transition.
- Timely Execution: We prioritize efficiency, helping you save time and minimize disruptions during the change process.
Benefits of Changing Your Company Name
Changing company name offers multiple strategic and operational benefits:
- Rebranding Opportunities: A new name can breathe new life into your brand and better reflect your business’s current vision.
- Market Positioning: It can help reposition your business in the market, attracting new customers and opportunities.
- Enhanced Credibility: A well-thought-out name change can enhance your company’s credibility and professionalism.
- Expansion & Diversification: Naming can signify expansion into new sectors or markets.
- Legal & Compliance Alignment: It resolves inconsistencies between business identity and legal name (e.g., trademarks).
- Avoidances of Legal Conflicts: A unique name reduces the risk of disputes with other companies.
Common Mistakes to Avoid
Skipping EGM Requirements: Name change requires a special resolution in EGM — failing this can invalidate filings.
Ignoring MCA Naming Rules: Proposing names that are too like existing names could lead to rejection.
Delayed Filings: Failure to file MGT-14 or INC-24 within statutory timelines attracts penalties.
Not Updating Government Records: Failing to update PAN, GST, or bank accounts can lead to legal and compliance issues.
Why Choose Us?
At our Company, we understand that changing your company name is a significant step. Our dedicated team is committed to providing exceptional service, ensuring that every detail is handled meticulously. We pride ourselves on our:
- Expertise: Years of experience in business consulting and name change processes.
- Client-Centric Approach: We prioritize your needs and work closely with you throughout the process.
- Comprehensive Support: From initial consultation to final execution, we are with you every step of the way.
Get Started Today!
Ready to embark on your company name change journey? Contact us today to schedule a consultation. Let our experts handle the complexities, allowing you to focus on what you do best—running your business.
