Company Name Change at MCA

Online and easy process with ROC

The Companies Act, 2013 puts in place a well-defined process for change of company name. The name of the company may be changed with the consent of more than 75% of shareholders, followed by approval from the ROC and the Central Government.
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Company Name Change Basic Overview

A company’s name is its unique identifier, and it is typically included as the first clause in the Memorandum of Association (MOA). This document outlines the company’s objectives and sets out its rules and regulations. For a private limited company, the name clause specifies the name that the company will operate under. However, there may be occasions when a company’s management decides to change the name of the company. This could be for various reasons such as rebranding, expanding into new markets, or reflecting a change in the company’s focus. In such cases, the company must follow a specific process to obtain approval for the name change.
The first step is to obtain the consent of the company’s shareholders. This is typically done by calling for a meeting of the shareholders and passing a special resolution to approve the name change. The resolution must be passed by at least three-fourths of the shareholders present and entitled to vote. Once the shareholders have given their consent, the company must then obtain approval from the Registrar of Companies (ROC). This is done by submitting an application for the name change, along with the necessary documents and fees. The ROC will then examine the application and issue a certificate of approval if the application is found to be in compliance with the applicable laws and regulations.
It’s important to note that the process for changing a company’s name involves four stages of approval. The first stage is obtaining the consent of the shareholders, the second is obtaining approval from the ROC, and the third stage involves updating the company’s name in various documents such as the PAN card, bank accounts, and letterheads. The fourth and final stage is updating the company’s name on its website and other public-facing materials. In conclusion, changing the name of a private limited company is a carefully regulated process that requires the consent of the shareholders and the approval of the ROC. Following the proper procedure ensures that the name change is legally valid and recognized by all stakeholders.

Key Steps

  • Approval of the Board of Directors
  • Approval of more than 75% of Shareholders
  • Approval of the ROC (MGT-14)
  • Approval of the Central Government (INC-24)
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Common Reasons for Change of Company Name

Voluntary Change of Name

The company may, on its own, decide to change the name of the company, subject to fulfilment of all other conditions it is very much legal and normal to change the company name voluntarily.

Change in Business Activity

To reflect the new or additional business objects, the company may decide to change its name. In the instant situation, the company also alters its MOA to change the main object.

For Rebranding/Marketing

For marketing reasons or to effectively position the company's brand, sometimes companies also change their name to bring it as per the latest trend and fashion for better brand positioning.

Change of Ownership

It is seen that after the change of ownership or takeovers, the company name also changes to reflect upon the authority of the new management and for branding purposes.

To Avoid IPR Issues

The companies may change their name to re-enforce their trademarks or copyrights in their name. Similarly, the company name is also changed to avoid a potential IPR Conflict.

In Compliance of ROC Direction

The ROC can also make an order directing the change in the name of company subsequent to a complaint filed by any other company claiming priority of use of name or Trademark.

Procedure for Company Name Change

These are the simple steps of the company name change process:
STEP 1 – Held Board Meeting
When a company seeks to change its name, the board of directors plays a key role in the process. Initially, the board of directors decides on the proposed name for the company. Once a proposed name has been selected, the board of directors passes a resolution formally approving the name change.
STEP 2 – File RUN Application
After the board of directors has agreed on a new name for the company, the next step is to submit a request for Reservation of New Name to the Registrar of Companies (ROC) through the RUN (Reserve Unique Name) facility. This request must include a copy of the Board Resolution as well as a No Objection Certificate (NOC) from the trademark owner, if applicable.

To file the RUN application, the company is required to pay a government fee of Rs. 1000/-. The ROC then evaluates the application to ensure that the proposed name is unique and not already in use by another company, limited liability partnership (LLP), domain, or trademark. If the proposed name is deemed acceptable, the ROC approves the new name and issues a name reservation certificate. This certificate confirms the company’s right to use the new name for a specified period, typically 20 days.
STEP 3 – Hold EGM
Once the Registrar of Companies (ROC) approves the new name, the company must seek approval from its shareholders by convening an Extraordinary General Meeting (EGM). The board of directors is responsible for sending a notice of the EGM to every shareholder at least 21 days prior to the meeting date.

The notice for the EGM must include the proposed resolution to be passed as a special resolution and an explanatory statement. The explanatory statement should provide details about the reasons for the name change and its potential impact on the company and its stakeholders. During the EGM, shareholders will have an opportunity to discuss the proposed name change and vote on the special resolution. A special resolution requires approval by at least 75% of the shareholders present at the meeting, either in person or by proxy.
STEP 4 – Filing of MGT-14 (Registration of Special Resolution)
A special resolution is a decision that requires the approval of at least 75% of the voting rights of the shareholders present at the EGM. Once the special resolution to change the name of the company is passed at the EGM, the company must file it with the Registrar of Companies (ROC) for approval.

To file the special resolution, the company must use Form MGT-14 and pay the prescribed fee. The company must file the form with the ROC within 30 days of passing the resolution at the EGM. The Form MGT-14 should include a copy of the special resolution passed at the EGM, along with other required documents such as the notice of the EGM, the explanatory statement, and the minutes of the EGM.
STEP 5 – Filing of INC-24 (Seeking Approval of Central Government)
To officially change a company’s name, the company must file an application with the Registrar of Companies (ROC) using Form INC-24. The form should include an amended copy of the Memorandum of Association (MOA) and Articles of Association (AOA), along with a copy of the notice of the EGM and the special resolution approving the name change.
STEP 6 – Issue of Fresh Certificate of Incorporation by ROC
With the approval of MGT-14 and INC-24, the ROC issues a fresh Certificate of Incorporation with the changed name. It’s important to note that the company cannot use its new name until it receives the fresh Certificate of Incorporation from the ROC. Until then, the company should continue to use its old name for all legal and business purposes.

After the company receives the fresh Certificate of Incorporation, it should update all relevant legal and financial documents with the new name. This includes licenses, permits, bank accounts, contracts, and any other legal documents that reference the company’s name. It’s also important to inform all stakeholders, including customers, vendors, and employees, about the name change to avoid any confusion or misunderstandings.

Documents Required For Company Name Change

To apply for a name change for an existing company, there are two sets of necessary documents. The first set of documents is readily available with the company and includes items like the Memorandum and Articles of Association, Board Resolutions, and Shareholder Resolutions. The second set of documents includes drafts prepared specifically for the name change.
Once the necessary documents are ready, they must be signed and annexed as attachments to the relevant ROC forms, such as the RUN form, MGT-14, and INC-24. These forms are used to formally apply for a name change with the ROC. It’s important to ensure that all the documents are accurate and complete before submitting them to the ROC. Any errors or omissions could delay the approval process or result in the application being rejected. By submitting the required documents and following the proper procedures, a company can successfully change its name and update its legal and business documents accordingly.
List of Documents Required Documents to be Attached With ROC Form
  1. Current Certificate of Incorporation
  2. MOA and AOA in word format
  3. List of Directors and Shareholders
  4. Proposed Name(s) in order of preference.
  5. Digital Signature of the authorised director
  6. Letterheads and rubber stamp of director
  1. RUN Form
    1. Copy of Board Resolution
    2. Consent of TM Owner (If applicable)
  2. MGT-14 and INC-24
    1. EGM Notice along With Explanatory Statement
    2. Certified Copies of EGM Resolution
    3. Altered MOA & AOA
    4. Attendance Sheet of EGM
    5. Consent for Shorter Notice (If applicable)

TimeLine for Changing Company Name

Timeline: The process of changing a company’s name typically takes around 10 to 15 working days, as there are multiple steps that need to be completed by the company, as well as approvals required from the ROC and the Central Government.
The timeline for the name change process can vary depending on factors such as the availability of the directors and shareholders for meetings, the time taken to obtain necessary approvals, and any potential delays due to errors or omissions in the application.
To ensure a smooth and timely name change process, it’s important for the company to carefully follow all the necessary steps and provide all the required documentation in a timely and accurate manner. This can help minimize any potential delays or complications and help the company successfully change its name within the expected timeframe.

Cost in Changing Name of Company

Professional Fee: The total cost of changing a company’s name includes two main components: the professional fee charged by service providers like Setindiabiz, and the ROC filing fee. The ROC fee will vary depending on the type of company and its authorized capital.
The professional fee charged by Setindiabiz will depend on the specific requirements of each individual case, such as the complexity of the name change process and the level of support needed. To obtain an official quotation for our services, please get in touch with us and provide details of your specific needs and requirements.
By working with a trusted and experienced service provider like Setindiabiz, you can ensure that your company’s name change process is handled smoothly and efficiently, with all necessary documentation and procedures completed correctly and on time. This can help minimize any potential delays or complications, and allow you to successfully change your company’s name while keeping costs under control.

ROC Fee:

  1. RUN Form: Rs. 1000/- for application to reserve new name of company
  2. MGT-14: Rs. 300 to Rs 600 Based on the capital of the company (Refer Below Table)
  3. INC-24: Rs. 1,000/- to Rs 20,000/- Based on Company type and Capital (Refer Below Table)
Fee Table for Filing MGT-14
S.No Authorised Capital ROC Fee Payable
1.
Less than Rs. 1,00,000/-
Rs. 200/-
2.
Rs. 1,00,000/- to 4,99,999/-
Rs. 300/-
3.
Rs. 5,00,000/- to 24,99,999/-
Rs. 400/-
4.
Rs. 25,00,000/- to 99,99,999/-
Rs. 500/-
5.
100,00,000 or More
Rs. 600/-
Fee Table for Filing INC-24
S.No Authorised Capital OPC & Small Companies Other than OPC & Small Company
1.
Upto Rs 25,00,000/-
Rs. 1,000/-
Rs. 2,000/-
2.
Rs 25,00,001 to Rs 50,00,000/-
Rs. 2,500/-
Rs. 5,000/-
3.
Above Rs. 50 Lakh to 5 Crores
-
Rs. 10,000/-
4.
Above Rs. 5 Crores to 10 Crores
-
Rs. 15,000/-
5.
Above Rs 10 Crores
-
Rs. 20,000/-

Follow up Activities After Company Name Change

When a company changes its name, it is required to update certain documents and registrations to reflect the new name. These may include:
1. Memorandum of Association:
The Memorandum of Association is a legal document that sets out the company’s constitution, including its name, objectives, and activities. A company must update this document to reflect its new name.
2. Articles of Association:
The Articles of Association are a set of rules that govern the internal management of the company. If the company’s name change affects any of these rules, the Articles of Association must be updated accordingly.
3. Business Stationery:
The company must update all its business stationery, such as letterheads, invoices, and business cards, to reflect its new name.
4. Bank Accounts:
The company must inform its bank of the name change and update all its bank accounts and related documents.
5. Government Registrations:
The company must update its name on all government registrations, including its registration with the Companies Registrar, tax authorities, and any other relevant regulatory authorities.
6. Licenses and Permits:
If the company holds any licenses or permits, it must update the name on these documents.
7. Contracts and Agreements:
The company must update the name on all contracts and agreements it has entered into with third parties.
8. Intellectual Property Rights:
If the company has any registered trademarks or other intellectual property rights, it must update the name on these registrations.
It is essential to ensure that all these documents and registrations are updated promptly to avoid any legal issues or complications.

Frequently Asked Questions About Company Name Change

Changing a company’s name is a legal process that requires several steps and can be facilitated by a team such as Setindiabiz. To begin, the Board of Directors must pass a resolution, and 3/4 of the shareholders must provide their consent. The company must then apply for a new name availability by submitting an application in the RUN Form. Once the new name is approved, the company must file the necessary documents with the Registrar of Companies (ROC) in the Form MGT-14 and INC-24. The ROC will then issue a new certificate of incorporation with the company’s new name. It is essential to keep in mind that after the name change, the company’s PAN, TAN, GST, and other registration numbers may need to be updated as well. Seeking the assistance of professionals, such as legal or financial advisors, can be helpful in ensuring a smooth and successful name change.
No, changing the name of a company in India does not result in the formation of a new company. The company remains the same legal entity with the same registration number and other details, except for the change in its name. The process of changing the company name involves obtaining approval from the Ministry of Corporate Affairs (MCA) and updating the company’s registration documents with the new name. The company will receive a new certificate of incorporation reflecting the new name, but all other legal aspects of the company, including its ownership, management, and operations, remain the same. So, changing the name of a company in India does not lead to the creation of a new company.
To change the name of a company in India, four approvals are required. The first two approvals are from the board of directors and shareholders who must pass a special resolution with a 3/4th majority to approve the proposed new name. Once these approvals are obtained, the company must apply for ROC approval for the new name. If the ROC approves the new name, the company must pass a special resolution with 3/4th majority of shareholders to finalize the new name. Additionally, if the name change is related to any special status, the central government’s consent is required for the issuance of a new certificate of incorporation with the new name. It is crucial to follow all the necessary procedures and obtain all the required approvals before changing a company’s name to ensure compliance with legal requirements.
When a company applies for a new name through the Reserve Unique Name (RUN) web service in India, the approval received is only confirmation that the proposed name is available for use. This approval does not mean that the name of the company has changed. The process of changing the name of a company is only considered complete once a fresh certificate of incorporation is issued by the Registrar of Companies (ROC) with the new name. This means that the effective date of the new name is the date on which the ROC issues the new certificate of incorporation.
The timeline for changing the name of a company in India can vary depending on several factors, such as the availability of the proposed new name, the approval process of the Registrar of Companies (ROC), and the time taken by the Ministry of Corporate Affairs (MCA) to issue a new certificate of incorporation. Overall, the entire process can take anywhere from 1-2 weeks or more, depending on the specific circumstances and any delays that may occur during the process.
When a company changes its name, it is often necessary to alter the Memorandum of Association (MoA) and Articles of Association (AoA) to reflect the new name. This is because the MoA and AoA contain the name of the company and its objectives, and any change in the name of the company would require corresponding changes to the MoA and AoA.
No, the PAN Number of the company shall not change as there is no change in the company’s constitution. However, we advise you to file an application for making amendments to the company’s PAN records and obtain a new PAN Card with the updated name of the company.
Yes, it is possible to change the company name in the Goods and Services Tax (GST) system. Once the company’s name is changed, the GST registration certificate must be updated with the new name. This can be done by filing an application for amendment of the GST registration using the GST portal. The process for changing the company name in GST involves submitting an application for amendment of registration within 15 days of the name change. The application must be accompanied by relevant documents, such as the amended Memorandum of Association (MoA) and a resolution of the board of directors approving the name change. Once the application is submitted, the GST officer will review it and approve the amendment.

It is important to note that changing the company name in GST will not result in the issuance of a new GSTIN (Goods and Services Tax Identification Number). The same GSTIN will be retained, but the registration certificate will be updated to reflect the new name.

Yes, it is advisable for a company to inform its customers and other stakeholders about the name change. This can help avoid confusion and ensure that the company’s customers and vendors continue to recognize and do business with the company.

The company can inform its customers about the name change through various channels, such as email, letter, or notice on the company’s website or social media platforms. It is important to provide clear and concise information about the name change, the effective date of the change, and any impact it may have on the customers or their dealings with the company.

In addition to informing customers, it is also necessary to update all the company’s legal and official documents, such as contracts, agreements, invoices, and stationery, with the new name of the company. This will help ensure that the company’s legal documents and communications reflect the new name and avoid any confusion or legal issues in the future.

According to the Companies Act, 2013, a company that changes its name is required to paint or affix its former name and the new name, along with the words “formerly known as” or “also known as,” on the outside of its registered office and all its branches or places where it carries on business. This must be done for a period of at least two years from the date of the name change.

Additionally, the company must also ensure that all its official correspondence and publications, such as letterheads, invoices, notices, and other documents, display both the old and new names of the company for a period of at least two years.

The objective behind this requirement is to ensure that the company’s customers, suppliers, and other stakeholders are aware of the name change and can easily connect the old name with the new name. This can help avoid any confusion or disputes related to the company’s identity and operations.
You can check whether a company has changed its name by following these steps:
  1. Go to the Ministry of Corporate Affairs (MCA) website at www.mca.gov.in.
  2. Click on the ‘MCA Services’ tab and select the ‘View Company/LLP Master Data’ option under the ‘Company/LLP Master Data’ section.
  3. Enter the Corporate Identity Number (CIN) of the company whose name change you want to check.
  4. Click on the ‘Submit’ button.
  5. The system will display the company’s master data, which includes information such as the company name, registered office address, directors, and date of incorporation.
  6. Check the ‘Name History’ section of the master data to see whether the company has changed its name in the past.
  7. If the company has changed its name, the ‘Name History’ section will show the old name(s) and the effective date(s) of the name change(s).
Alternatively, you can also check whether a company has changed its name by using the MCA’s ‘Find CIN/GLN’ service. This service allows you to search for a company by its name or CIN and view its master data, including any name changes

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