Change Company Name in India
Company name change under section 13 of the Companies Act 2013. Name reservation, EGM, special resolution, INC 24 filing and fresh Certificate of Incorporation issued by the ROC.
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What a Company Name Change Actually Involves
Changing the name of an existing company in India is governed by section 13 of the Companies Act 2013 read with rule 29 of the Companies (Incorporation) Rules 2014. The process involves a name reservation, a special resolution of shareholders, alteration of the Memorandum of Association and filing of forms MGT 14 and INC 24 with the ROC. The ROC then issues a fresh Certificate of Incorporation reflecting the new name. The legal personality of the company stays the same; PAN, TAN, GST and existing contracts continue unchanged.
Documents Required for Company Name Change
Step by Step Process to Change Company Name
- Name Availability CheckThe proposed new name is checked on the MCA portal for conflicts with existing companies, LLPs and registered trademarks. A name search report is shared with the board.
- Name Reservation Through SPICe+ Part A or RUNUp to two proposed names are submitted for reservation. Approval typically arrives in one to two working days.
- Board MeetingThe board passes a resolution approving the proposed name and authorising calling of an EGM to pass a special resolution.
- Notice of EGMTwenty one clear days notice is issued to shareholders along with an explanatory statement under section 102.
- Special Resolution at EGMThe shareholders pass a special resolution approving the name change and the consequent alteration to the MOA.
- File MGT 14 and INC 24 With the ROCMGT 14 is filed within thirty days of the resolution. INC 24 application for the name change is filed alongside, with the altered MOA, AOA and special resolution attached.
- Fresh Certificate of IncorporationThe ROC issues a fresh Certificate of Incorporation with the new name and the updated CIN. The company continues as the same legal person.
- Update Operational RecordsThe new name is updated on the GST portal, PAN, bank accounts, letterheads, website, contracts, licences and vendor and customer records.
What Stays Unchanged After a Name Change
The legal identity of the company stays the same after a name change. The CIN is updated to reflect the new name in the suffix logic, but PAN, TAN and GST registration on the existing PAN continue. All ongoing contracts, customer agreements, vendor agreements, intellectual property and bank accounts continue without separate novation. The change is purely a name update intimated to counterparties.
Founders sometimes mistakenly think a name change requires re executing every contract. It does not. The legal person under contract continues to exist; only the name on the contract changes. A simple intimation letter to each counterparty informing of the new name is sufficient.
Frequently Asked Questions
How do I change the name of my private limited company?
The process involves four steps. First, run a name availability check on the MCA portal. Second, pass a special resolution at a general meeting approving the new name. Third, file form INC 24 with the ROC along with the special resolution and altered MOA. Fourth, receive the fresh Certificate of Incorporation reflecting the new name.
How long does a company name change take?
Twenty to thirty working days end to end. Name availability check and reservation through SPICe+ RUN takes one to two days. EGM notice period is twenty one days. INC 24 ROC processing takes seven to fifteen working days after filing.
Does a company name change require shareholder approval?
Yes. Section 13(2) of the Companies Act 2013 requires a special resolution of shareholders to alter the name in the Memorandum of Association. The resolution is passed at a general meeting with twenty one days clear notice. Three fourth majority of shareholders voting in person or by proxy is needed.
What happens to the CIN after a company name change?
The CIN is updated to reflect the change but the entity continues as the same legal person. PAN, TAN, GST and bank accounts continue under the same numbers. All existing contracts, licences and registrations remain valid; only the name on them is updated by intimation.
Can I change my company name to anything I want?
No. The new name is subject to the same checks as a name at incorporation. It must not conflict with existing companies, LLPs or registered trademarks. It must not be identical to or closely resembling an existing name. It must not include prohibited words without specific approval. Section 16 of the Companies Act 2013 allows the Central Government to direct a name change if the existing name conflicts with a registered trademark.
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