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Change of Pvt. Ltd. Company Name

Under The Companies Act 2013

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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Preliminary Note on Name Change of Company
The name of a company is its unique identity of a private limited company, and the same is the first clause of the MOA (also known as Name Clause). In case the management of the company desires to change the name of the company, it can be done with the consent of its shareholders and with the ROC’s approval. There is a four-stage approval requirement for effecting change in the name of the company. Following are the requirements of obtaining prior approval in the process of the company name change
Legal Provision: In general, all companies, whether new or old, are eligible to apply for a company name change. However, The Section 13 (2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014, does not permit name change if the company has not filed ROC Annual Return, Financial Statement or any other report/documents to ROC on time.
Common Reasons for Change of Company Name
Limited-Liability1

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.
Separate-Legal-Entity

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.
Perpetual-Succession

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.
Easy-Funding

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.
Tax-Advantage1

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.
Fdi-Is-Allowed1

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
Step Wise Process of Company Name Change
  • Held Board Meeting

    The board of directors decides the proposed name, passes a Resolution For Name Change, and authorises the filing of RUN Application for name reservation for the new company name.

  • File RUN Application

    Once the board of directors has decided on its new name, a request for Reservation of New Name is made to the ROC under the RUN (Reserve Unique Name) facility. With the RUN application, a copy of the Board Resolution and NOC from the Trademark Owner (if applicable) is also filed. The government fee for filing the RUN application is Rs. 1000/-. The ROC approves the new name if it is unique and not the same or similar to an already existing company, LLP, Domain or Trademark.

  • Hold EGM

    After approval of the name is received from the office of the registrar of companies, the next logical step is to seek approval of the shareholders of the company. To convene an EGM, the directors must send notice to every shareholder of the company at least 21 clear days before the date of EGM. The notice for EGM must contain the draft of the proposed resolution to be passed as a special resolution and explanatory statement.

  • Filing of MGT-14 (Registration of Special Resolution)

    The special resolution means a decision taken by more than 75% voting rights. Once adopted in the EGM, the special resolution is filed before the ROC for their approval in Form -MGT-14 with the prescribed fee within 30 days of the passing of the resolution.

  • Filing of INC-24 (Seeking Approval of Central Government)

    The application to change the company's name is filed in Form INC-24 along with an amended copy of MOA & AOA, Copy of Notice of EGM and the special resolution. After ROC's satisfaction, a fresh Certificate of Incorporation is issued with the company's new name.

  • 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. The company is under obligation to update the new name everywhere, in place of the old name change Name Everywhere

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Documents Required For Company Name Change
There are two sets of necessary documents to make an application for an existing company’s name change. The first set of documents is readily available with the company, while the other set of the papers are the drafts prepared for the name change. After the signature on these documents, the same is annexed as an attachment to the relevant ROC Form such as RUN Form, MGT-14 and INC-24, respectively.
A. List of Documents Required B. 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)
C. Proof of Address of Food Business.
  1. Sale Deed/ Rent agreement, and
  2. Electricity Bill Not Older than two months

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Timeline and Cost Involved for Changing Company Name
Timeline:  The time required to change name of company is approximately 10 to 15 Working days as it involved multiple steps to be done by the company and to obtain approval of ROC as well as the Central Government
Professional Fee: The overall cost has two components, the professional fee billed by professionals like Setindiabiz and the ROC Filing fee. The ROC fee depends on the type of company and capital. Our Professional Fee depends on each individual case, please request an official quotation from us.
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
Changing the company’s name does not alter the rights and obligations of the stakeholders in any way, and all the legal proceedings, if any, continues in the new name. Consequent to the new Certificate of Incorporation with the new name, the company is obligated to make changes in the following documents and registrations.
  1. The Common Seal of Company (If applicable)
  2. Official seal of company, directors and authorised signatories
  3. Promissory notes, bills of exchange, etc.
  4. Change in the name in the Bank Account
  5. Tax authorities, PF & ESI department, etc.
  6. Change name on Website and Social Media Accounts
  7. Amend company PAN and TAN
  8. On company letterheads, business cards, etc.
  9. Company Statutory Registers
  10. Employment & Business Contracts
  11. Update business licenses or permits

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Frequently Asked Questions
The company name change is a legal procedure; team setindiabiz shall help you at each stage of the process for your company’s name change. For this purpose, the Board of Directors has to pass a resolution followed by 3/4 shareholders consent. For new name availability and confirmation, the company has to make an application in RUN Form. Post name approval, the ROC Filing takes place in Form MGT-14 and INC 24, resulting in a new certificate of incorporation with its new name.
No, the name change of a company does not create a new company, the CIN remains the same for the company, and all the stakeholders’ rights and liabilities remain unchanged.
The company name change requires four approvals; approvals of the board and shareholders in special resolution are needed. After that, ROC approval is necessary for the new proposed name, and the special resolution passed with the 3/4th majority of shareholders. Finally, the central government’s consent is needed for the issue of the new certificate of incorporation with the new name.
The RUN application approval is only the confirmation of the name’s availability and does not mean that the name of the company has changed. The process of changing the name completes with the issue of a fresh certificate of incorporation. In other words, the effective date of the new name is the date on which a new certificate of incorporation is issued.
The entire process is lengthy. However, after the application is filed with the ROC, it takes approximately 10-15 Days.
Yes, all the copies of the MOA and AOA of the company shall also be altered to reflect the changed name of the company.
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.
No, as the company’s constitution remains unchanged, hence the same GST Number shall remain valid. However, the company needs to file an amendment application to update the GST Portal details with the correct name.
Yes, it is necessary and in particular because of the GST provisions, as all the taxpayers need to maintain a proper record of the customers and vendors.
Yes, the old name has to be displayed along with the new name for one year in all the letterheads, hoardings and banners.
A company is an object of law. It is an artificial legal person capable of performing activities analogous to the natural person acting through its board of directors. The famous case law of Solomon v Solomon and company Ltd established the fact that a company is a separate legal entity. The name of the company is the name with which it is registered with the Registrar of Companies and which also appears on the certificate of incorporation. Most of us are aware of the fact that the name of a company can be changed before its incorporation. But, one of the most critical questions of all time is that can the company name change after its incorporation?
A Short Guide To Company Name Change After Incorporation
The answer is YES. But before moving to the next question as to how it can be done, let us first look at some of the conditions that govern the selection of a company name change. Subsection 2, section 4 of the companies act, 2013 provides that the name of the company should be unique i.e. should not be identical to or should not bear too close a resemblance with the name of any other company so as to create confusion in the minds of the general public. It should not be undesirable as well. A company cannot be registered with a name unless it has been approved by the central government. Also, the name with which a company is registered should not indicate that the company in any way is connected or is receiving funds or patronage from a union or state government under any law. However, even after following these norms, there may arise a need to company name change after its incorporation.
There are three ways in which a company can change its name after incorporation
  1. Conversion of name from public to private
  2. Conversion of private to public
  3. Company name change from Setindiabiz Private Limited to KPS Corporate Consultants Private Limited
The Name Clause forms a part of the Memorandum of Association, so company name change requires alteration of the Memorandum of Association. Section 13 of Companies Act allows all changes in the Memorandum of Association except the capital clause. Name of the company can be changed by passing a special resolution and with the approval of the Central government. But if addition/deletion of the word private is there, no approval of the central government is required.

Steps Involved In Change Of Company Name After Incorporation

  • The first and the foremost step in the change of name is a meeting of the board of directors. The notice of the meeting of a board of directors should be given at least seven days before the meeting. A notice should be also accompanied by an attachment mentioning the agenda of the meeting.
  • The next step is to file an e form INC -1 with the Registrar of Companies for approval of name. Attachments, in this case, are a copy of Board of Directors resolution and the approval of the owner of the trademark or if any.
  • The Registrar of Companies shall issue a new certificate of incorporation if the applied names are available.
  • The board meeting has to be called by giving seven days notice and also agenda has to be sent. In the meeting, name availability certificate has to be placed before the board and date and time of Extraordinary General Meeting has to be fixed. The draft of the Extraordinary General Meeting has to be placed and the director needs to be authorized to issue a notice of Extraordinary General Meeting. The notice of the extraordinary general meeting can be given either through electronic mode or in writing to all the Directors of Company, all the Members of Company and auditors of Company.
  • The Extraordinary General Meeting has to be held with the required Quorum.
  • The auditor has to be present and resolution for the approval of Alteration in MOA & AOA is passed.

Several e forms have to file with the Registrar of Companies namely-

  1. E-form MGT-14 within 30 days of passing of Special Resolution with attachments of notice along with Explanatory Statements, Certified true Copy of Special Resolution, Altered in MOA & AOA and Minutes of General Meeting h attachments
  2. E-form INC-24 within 30 days of passing of Special Resolution
After completing Above, Procedure ROC will issue a New Certificate of Incorporation in form No. – 25. (Rule-29 of THE Companies (Incorporation) Rules, 2014). The name will be effective from the date of issue of Certificate.
Thus the procedure of company name change requires alteration of the name clause. It is an important procedure because many companies may seek to change their names after incorporation as well.