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IndianTaxPert — Simplifying Business Registration & Compliance in India | Company Incorporation • LLP Formation •
Changing a company’s name is a strategic decision often taken for rebranding, expansion, restructuring, or compliance reasons. Under the Companies Act, 2013, a company can change its name with the approval of shareholders, the Registrar of Companies (ROC), and the Central Government.
Indian Tax Expert manages the complete company name change process—right from name reservation to issuance of the fresh Certificate of Incorporation.
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Overview of Company Name Change
A company’s name is its legal identity and appears as the first clause of the Memorandum of Association (MOA). It defines how the company is recognised by regulators, customers, banks, and other stakeholders.
Why Companies Change Their Name
- Rebranding or revised marketing strategy
- Expansion into new or diversified business activities
- Change in ownership or management structure
- Trademark alignment or legal compliance requirements
In such cases, the company must follow a structured approval process prescribed under the Companies Act, 2013.
Key Approvals Involved
- Board of Directors’ approval
- Approval of at least 75% shareholders (Special Resolution)
- ROC approval through Form MGT-14
- Central Government approval via Form INC-24
Legal Provisions Governing Company Name Change
As per Section 13(2) of the Companies Act, 2013 read with Rule 29 of the Companies (Incorporation) Rules, 2014, a company can apply for a name change only if it is fully compliant with ROC filings.
⚠ Name Change Not Allowed If:
- Annual Returns or Financial Statements are pending
- Statutory ROC filings are delayed
- Any regulatory or compliance default exists
Ensuring compliance in advance helps avoid rejection, delays, and penalties.
Common Reasons for Changing Company Name
1. Voluntary Name Change
Companies may choose to change their name voluntarily for strategic or branding purposes.
2. Change in Business Activities
When new objects are added or the business direction changes, the company name can be updated to reflect the revised MOA.
3. Branding & Marketing Strategy
To stay relevant in the market or align with modern branding trends, a new name may be adopted.
4. Change in Ownership or Takeover
After acquisitions or management changes, the name may be changed to reflect new leadership.
5. Intellectual Property Protection
To strengthen trademarks or avoid conflicts with existing company names.
6. ROC Direction or Objection
If the ROC orders a name change due to similarity with an existing name or trademark issues.
Step-by-Step Procedure for Company Name Change
Step 1
Board Meeting
The Board of Directors approves the proposed new name and passes a resolution authorising the name change process.
Step 2
File RUN (Reserve Unique Name)
File application via MCA portal. Government fee: ₹1,000. ROC checks name availability against companies, LLPs, trademarks, and domains. Approved name is reserved for 20 days.
Step 3
Extraordinary General Meeting (EGM)
Shareholders’ approval obtained through a Special Resolution. Minimum 75% voting approval required. 21 clear days’ notice issued.
Step 4
File Form MGT-14
Filed within 30 days of EGM. Attach Special Resolution, EGM Notice & Explanatory Statement, and Minutes of EGM.
Step 5
File Form INC-24
Application to Central Government via ROC. Attach amended MOA & AOA. Seeks final approval for the new name.
Step 6
Fresh Certificate of Incorporation
Upon approval, ROC issues a new Certificate of Incorporation. ✅ The new name becomes legally effective only after this certificate is issued.
