Company Name Change: A Fresh Identity for a New Beginning

In the ever-evolving business landscape, a company’s name is more than just a label—it’s a brand identity, a reputation, and a statement. A well-thought-out name can set you apart, build customer trust, and reinforce your market presence. But sometimes, businesses outgrow their names and need a fresh start. Whether it’s for rebranding, restructuring, or legal compliance, changing a company’s name is a strategic move that requires careful planning and execution.

Can You Change Your Company’s Name? Here’s What the Law Says

As per the Companies Act, 2013, a company can change its name through a special resolution passed in a general meeting, subject to approval from the Registrar of Companies (RoC). However, this change does not create a new legal entity—it remains the same company, just with a fresh identity.

What Doesn’t Change?

• The company’s existing rights and obligations remain intact.
• Any ongoing legal proceedings involving the company continue under the new name.

Legal Provisions for Changing a Company Name

Key Sections of the Companies Act, 2013

• Section 13(2): A company must pass a special resolution and obtain RoC approval to change its name.
• Section 4(2): A company cannot have a name that is:
  • Identical or deceptively similar to another company.
  • Violative of any law.
  • Deemed undesirable by the government (See Rule 8 of Companies (Incorporation) Rules, 2014).
• Section 4(3): Certain words in a company name require prior approval from the government to avoid misleading representations.

Restrictions on Name Changes (Rules 29(1) & 29(2))

• Companies with pending regulatory defaults (e.g., non-filing of documents, unpaid deposits) cannot change their names.
• Form INC-24 must be filed for approval, and a new Certificate of Incorporation (Form INC-25) will be issued upon RoC approval.

When Should a Company Consider Changing Its Name?

🔹 From Private Limited to Public Limited (or Vice Versa)
When a company transitions from a private to a public entity, or vice versa, a name change may be necessary to comply with regulations.

🔹 Business Expansion or Diversification
If a company expands its offerings or pivots to a new industry, a fresh name ensures alignment with its new vision.

🔹 Rebranding & Marketing Strategy
A catchy, modern, or more relevant name can enhance brand positioning and attract new customers.

🔹 Change in Ownership
When a company undergoes a merger, acquisition, or leadership change, a name change can reflect its new direction.

🔹 Avoiding Legal Disputes
If a company’s name is similar to an existing business, a change may be required to avoid trademark conflicts.

🔹 Government-Ordered Name Change
If the RoC finds the company name misleading or conflicting with another registered entity, it may mandate a change.

📃Documents Required for a Company Name Change

For Filing Form MGT-14 (Special Resolution Filing):

✔ Certified copy of the special resolution and explanatory statement.
✔ Copy of the General Meeting Notice sent to members.
✔ Altered Memorandum & Articles of Association (MOA & AOA).
✔ Attendance sheet from the General Meeting.
✔ Consent for shorter notice, if applicable.

For Filing Form INC-24 (Approval for Name Change):

✔ Certified special resolution copy.
✔ Minutes of the General Meeting.
✔ Affidavit from directors confirming compliance.

Additional Documents Required:

✔ Certificate of Incorporation (original).
✔ Altered MOA & AOA with the new name.
✔ Digital Signature Certificate (DSC) of an authorized director.
✔ Proof of business address.
✔ List of shareholders and directors.

How Long Does It Take?

The process typically takes 10 to 15 working days, depending on government approvals.

Step-by-Step Process to Change a Company’s Name

Step 1: Board Resolution 📜

• A board meeting is held to propose the name change.
• A director or company secretary is authorized to check name availability with the MCA (Ministry of Corporate Affairs).

Step 2: Name Availability Check ✅

• The new name is checked using the RUN (Reserve Unique Name) facility on the MCA portal.
• If the name is available, the RoC issues confirmation (not final approval).

Step 3: Passing a Special Resolution 📢

• An Extraordinary General Meeting (EGM) is convened.
• A special resolution is passed, and the MOA & AOA are updated.
• The resolution is filed with the RoC via Form MGT-14.

Step 4: Filing Application for RoC Approval 📝

• Within 30 days, the company files Form INC-24 with justifications for the name change.
• The RoC reviews and approves the application.

Step 5: Issuance of New Certificate of Incorporation 🎉

• The RoC issues a new Certificate of Incorporation, officially confirming the name change.

What’s Next? Essential Updates After a Name Change

After receiving the new Certificate of Incorporation, companies must update their records, including:

✅ MOA & AOA Copies
✅ Official Seals & Letterheads
✅ Invoices, Contracts, and Legal Documents
✅ Bank Accounts & Tax Registrations (PAN/TAN, GST, etc.)
✅ Business Licenses & Permits
✅ Website, Social Media, and Marketing Materials
✅ Statutory Registers & Employee Agreements

Why Choose Compliance Monk for Your Company Name Change?

At Compliance Monk, we make the process of changing your company’s name hassle-free. Our experts handle everything—from legal documentation to government approvals—ensuring a smooth transition.

🔹 Expert Guidance: We simplify complex legal procedures.
🔹 End-to-End Support: From board resolutions to final approval, we manage it all.
🔹 Quick & Efficient Service: Minimize delays and ensure compliance.

📩 Contact us today to start your company name change process!

FAQs on Company Name Change

1. Why would a company need to change its name?

A company may choose to change its name for several reasons, including rebranding, business expansion, mergers or acquisitions, legal requirements, or regulatory compliance. It could also be due to a change in ownership, a shift in business activities, or to resolve trademark conflicts.

2. Is a company name change the same as incorporating a new company?

No, changing a company’s name does not create a new legal entity. The company retains its existing obligations, contracts, and liabilities but operates under a new name.

3. What is the legal procedure for changing a company name in India?

The company name change process involves:

1. Board Resolution – The board of directors approves the name change.
2. Name Availability Check – The new name is checked with the Ministry of Corporate Affairs (MCA) using the RUN (Reserve Unique Name) facility.
3. Shareholders’ Approval – A special resolution is passed in the Extraordinary General Meeting (EGM).
4. Filing with RoC – Forms MGT-14 and INC-24 are filed with the Registrar of Companies (RoC).
5. RoC Approval & New Certificate of Incorporation – The RoC issues a new Certificate of Incorporation, officially confirming the name change.

4. What documents are required for a company name change?

The essential documents include:

• Certified copies of board resolutions and special resolutions.
• Altered Memorandum & Articles of Association (MOA & AOA).
• Notice & minutes of the general meeting.
• Affidavit from directors confirming compliance.
• Certificate of Incorporation (original).
• Digital Signature Certificate (DSC) of an authorized director.
• List of shareholders and directors.

5. How long does the name change process take?

The company name change process typically takes 10 to 15 working days, depending on government approvals and compliance with legal requirements.

6. Does the company need to update its records after a name change?

Yes, once the new Certificate of Incorporation is issued, the company must update its name in:

• Bank accounts & tax registrations (PAN, TAN, GST, etc.).
• Business licenses & permits.
• MOA, AOA, and statutory registers.
• Contracts, agreements, and invoices.
• Official seals, letterheads, and marketing materials.
• Website, social media, and customer communications.

7. Are there any restrictions on changing a company name?

Yes. A company cannot change its name if:

• It has outstanding regulatory defaults, such as non-filing of financial statements or unpaid deposits.
• The proposed name is identical or misleadingly similar to an existing company.
• The name includes restricted words requiring government approval.

8. Will changing the company’s name affect existing contracts and obligations?

No, changing the company’s name does not affect existing contracts, liabilities, or obligations. All previous agreements remain valid under the new name.

9. Can a company change its name voluntarily, or does it need government approval?

A company can voluntarily change its name, but the process requires approval from the RoC after passing a special resolution in the general meeting. The Central Government’s approval is not needed unless the name includes certain restricted terms.

10. How does a company check if its new name is available?

The company must use the RUN (Reserve Unique Name) facility on the MCA portal to check for name availability. The RoC will confirm whether the requested name is available, but final approval is granted only after filing the necessary forms.

11. What happens if the RoC rejects the proposed new name?

If the RoC rejects the proposed name due to similarity with an existing entity or non-compliance with naming guidelines, the company must submit a new name for approval.

12. What fees are involved in changing a company name?

The fees vary based on the company’s structure (private, public, LLP, etc.) and the number of filings required. It includes:

• MCA fees for RUN name reservation, MGT-14, and INC-24 filings.
• Professional fees if engaging a legal or compliance expert.

13. Do companies need shareholder approval to change their name?

Yes, a company must hold an Extraordinary General Meeting (EGM) and pass a special resolution with shareholders’ approval before proceeding with the name change.

14. Can a sole proprietorship or partnership firm also change its name?

Yes, but the process for name change in a sole proprietorship or partnership firm is different from a company under the Companies Act. These entities must amend their business registration documents and notify tax and licensing authorities.