Overview
A company’s name is its unique identity in the business world. However, there may be instances where a company needs to change its name to align with rebranding, mergers, diversification or compliance requirements. The Companies Act, 2013, along with the Companies (Incorporation) Rules, 2014, governs the process of name change in India. It is a legal procedure that requires approval from the Registrar of Companies (RoC) under the Ministry of Corporate Affairs (MCA).
Why Change the Name of a Company?
A company may decide to change its name for several reasons, such as:
- Rebranding – To create a new image in the market.
- Business Expansion – When diversifying into new industries.
- Mergers or Acquisitions – Reflecting new ownership or partnership.
- Avoiding Legal Issues – If the existing name conflicts with another trademark or company.
- Modernization – Adopting a fresh and relevant name to attract customers.
Process of Changing the Company’s Name
1. Board Resolution – Convene a board meeting and then pass a resolution to propose a new name.
2. Check Availability – Apply to MCA for checking availability and reservation of the proposed name through RUN (Reserve Unique Name) service.
3. Special Resolution – Hold an Extraordinary General Meeting (EGM) and pass a special resolution for approving the name change.
4. File Forms with MCA –
- MGT-14 – Filing of the special resolution with MCA.
- INC-24 – Application to RoC for approval of the name change along with the required documents.
5. Approval from RoC – Once verified, the RoC issues a Fresh Certificate of Incorporation with the new name.
Documents Required for Company Name Change
- Certified copy of Board Resolution.
- Certified copy of Special Resolution passed in the EGM.
- Notice of EGM and Explanatory Statement.
- Altered Memorandum of Association (MoA).
- Altered Articles of Association (AoA).
- Approval letter from MCA for new name reservation (RUN approval).
- Digital Signature Certificate (DSC) and Director Identification Number (DIN) of directors.
Post Name Change Compliance
After receiving the new Certificate of Incorporation (COI), the company must:
- Update the new name on all official documents, letterheads, signage, website, PAN, GST and bank accounts.
- Inform all stakeholders, clients, vendors and employees.
- Update name with statutory authorities, contracts and business licenses.
Key Points to Remember
- The Corporate Identification Number (CIN) remains unchanged; only the name changes.
- The process requires approval through a special resolution and filing with MCA.
- Government fees, stamp duties and professional charges may apply.
- A reserved name is valid for 60 days only; the process must be completed within this period.
- Trademark clearance is advisable before applying for a name change.
- A company in default of annual return / financial statement filings or repayments may not be allowed to change its name.
Fee for Company Name Change
The cost depends on company type, authorized capital and professional charges:
- Stamp Duty – Varies by state.
- MCA filing fees – Payable for forms MGT-14 and INC-24.
- Professional or consultancy charges – If businesses use service providers.
Timeline for Company Name Change
- Board Meeting & Name Application – 2 to 3 days.
- Name Approval from MCA (RUN) – 3 to 7 working days.
- Passing Special Resolution & Filing with MCA – 5 to 7 days.
- RoC Approval & Issue of Fresh Certificate – 7 to 10 working days.
On average, the entire process takes around 3 to 4 weeks.
FAQs
No. As per Rule 29 of the Companies (Incorporation) Rules, 2014, a company in default of filing annual returns, financial statements or repayment of matured deposits/loans cannot change its name until such defaults are cleared.
Not under the Companies Act directly. However, in practice, if the company has outstanding loans or contracts with lenders, prior intimation or no-objection may be necessary to avoid disputes.
The name once reserved through RUN (Reserve Unique Name) is valid for 60 days. The company must file Form INC-24 within this period; otherwise, the name approval lapses.
Yes. In addition to MCA/ROC filings, listed companies must also comply with SEBI regulations and stock exchange listing requirements, which include prior intimation and approval before completing the name change.
No, unless prior approval is obtained from the Central Government or the relevant regulatory authority (e.g., RBI, SEBI). MCA’s naming guidelines prohibit use of misleading or restricted words without approval.
The MCA will reject the name if it is identical or too similar to an existing company or registered trademark or violates naming guidelines. The company must then reapply with an alternative name.
No. As per Section 13 of the Companies Act, 2013, all rights, obligations and legal proceedings remain valid. Only the name changes; contracts and liabilities continue.
Yes. There is no restriction under the Act on the number of times a company may change its name. However, frequent changes may affect brand credibility and may raise concerns with regulators or investors.
There is no statutory requirement under the Companies Act to publish a newspaper notice for a name change. However, many companies choose to do so voluntarily to inform customers, creditors and the public.
No. After receiving the fresh Certificate of Incorporation, the company must file an amendment application in GST and other statutory registrations (like PAN, Import-Export Code, Shops & Establishment License) to update records.
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