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₹11,499/-
  • Passing board resolution
  • Checking name availability
  • Passing special resolution
  • Applying to registrar
  • Issuance of certificate of incorporation

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    Changing the Name of a Company

    Changing the name of a company is considered a significant alteration, as it requires amendments to both the Memorandum of Association and the Articles of Association. According to the Companies Act 2013, a company may change its name
    by passing a special resolution in a general meeting and obtaining approval from the Registrar of Companies (RoC) as well as the Central Government.
    However, a change in the company name does not result in the creation of a new company or entity. The company will continue its operations under the new name. As a result, the change of name will not impact the following:

    • The rights and obligations of the company
    • Any legal proceedings initiated by or against the company

    Reasons for Changing a Company Name

    A company may opt to change its name for various reasons. Some common justifications for such a change include:

    • Voluntary Change of Name :
      • A company’s board of directors may decide to voluntarily change its name. This is legally permissible, provided that all necessary conditions are met.
    • Change in Business Activity :
      • A company may change its name to reflect a shift in its business operations or to incorporate new business activities. In such cases, it may also be necessary to amend the Memorandum of Association to update the company’s main objectives accordingly.
    • Marketing or Rebranding :
      • A company may alter its name for marketing purposes or to enhance its brand positioning. This could involve adopting a name that aligns with current trends or better represents the company in new markets.
    • Change of Ownership :
      • Following a change in ownership or a corporate takeover, a company may adopt a new name to reflect the new management and improve its branding efforts.
    • Avoiding Intellectual Property (IP) Issues :
      • A company may change its name to strengthen its trademark or copyright protection. Additionally, a name change may be necessary to avoid potential conflicts related to intellectual property rights.
    • Compliance with Registrar of Companies (RoC) Direction :
      • The RoC may mandate a name change if another company claims priority of use for the name or trademark, following a formal complaint. In such cases, the company will be required to change its name to comply with the RoC’s directive.
    • Capitalizing on Popularity of a Product or Service :
      • When a company experiences significant success with a specific product or service, it may choose to rename itself to capitalize on the popularity of that product or service and reinforce its market position.

    Process of Changing Company Name

    The step-by-step process of changing the name of a private limited company is outlined below:

    Passing board resolution :

    • A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the CS of the company to check name availability with MCA, and call Extraordinary General Meeting (EGM) for passing a special resolution.

    Checking name availability :

    • The authorized director or company secretary will request for reservation and approval of the new name under the RUN (Reserve Unique Name) facility of MCA. They can check the availability of the new company name through the RUN facility. This process is the same as the process adopted at the time of initial name approval.

    • The RoC send approval that the proposed name is available. Please note that this will not be the final approval of the company name, it is just a confirmation from RoC that the proposed name is available.

    • The proposed name shouldn’t be similar to another existing company name or trademark, and it shouldn’t include the words prohibited under the Companies (Incorporation) Rules, 2014. Other conditions existing at the time of initial name approval exist in this situation also.

    Passing special resolution :

    • Once the name is approved by RoC regarding the name availability the company should call for an Extraordinary General Meeting (EGM). A special resolution will be passed in the EGM for changing the name and making the change in the Memorandum of Association and Articles of Association.

    Applying to registrar :

    • A special resolution will be filed with RoC within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which contains the details about special resolution. Following documents are submitted with MGT-14 :

      • Certified copy of Special Resolution
      • Notice of EGM
      • Explanatory statement to EGM
      • Altered Memorandum of Association (MOA)
      • Altered Articles of Association (AOA)

    • Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking approval from the central government for a name change along with the prescribed fee.

    • INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for the SRN of MGT-14 filed with RoC. Along with the INC-24 form, the following documents should be filed :

      • A certified copy of the minutes of the EGM where the special resolution was passed
      • Notice of the EGM
      • Copy of resolution agreement consisting of the members voting for and against the resolution
      • Copy of approval order received from the authorities such as SEBI, IRDA, RBI, etc., if any
      • Altered MoA and AoA with the new company name
      • Any other optional attachments

    • In INC-24, reasons for the name change, details about the number of members who attended the EGM, the number of members voting in favour/ against the resolution, and the percentage of shareholding are also mentioned.

    Issuance of certificate of incorporation :

    • If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation. The company name change process isn’t
      completed until the new certificate of incorporation is issued by the RoC.

    Frequently Asked Questions

    • Can a company change its name more than once?

      Yes, a company can change its name multiple times, but each name change requires the proper procedure, including the passing of resolutions and filing with the RoC.

    • Can the company change its name without changing its business activities?

      Yes, a company can change its name without altering its business activities. The name change reflects the company’s identity and branding but does not necessarily impact its operations.

    • Why would a company change its name?

      Companies may change their names for rebranding, mergers, shifts in business direction, or to avoid confusion with similarly named entities.

    • What is the timeline for changing a company’s name?

      It varies, typically taking a few weeks to several months, depending on RoC approvals and the change’s complexity.

    • Can a company choose any name it likes?

      No, the new name must be unique and not identical or similar to any existing registered company name, trademarks, or business names. The name should comply with the Companies Act, 2013 and other applicable laws.

    • What happens if a company uses a name that is already taken?

      If the company proposes a name that is already in use, the Registrar of Companies (RoC) will reject the name application, and the company will have to choose a different name.