Introduction
Change of name of a Private Limited Company is a common corporate action undertaken due to rebranding, change in business activity, takeover, merger, or strategic restructuring. The procedure for change of name is governed by Section 13(2) of the Companies Act, 2013 read with Rule 29 of the Companies (Incorporation) Rules, 2014, and requires approval of the Central Government (delegated to the Registrar of Companies).
This article explains the complete step-by-step procedure, forms required, timelines, and post-approval compliances.
Legal Provisions
- Section 13(2) – Alteration of Memorandum for change of name
- Section 4 – Provisions relating to company name
- Section 102 – Explanatory Statement
- Rule 29 of Companies (Incorporation) Rules, 2014
- Relevant MCA Forms: RUN, MGT-14, INC-24
Step-by-Step Procedure
Step 1: Convene Board Meeting
The Company shall convene a Board Meeting to:
1. Consider and approve the proposed new name.
2. Authorize a Director/CS to apply for name reservation.
3. Fix date, time and venue of Extraordinary General Meeting (EGM).
4. Approve draft notice of EGM along with Explanatory Statement.
Step 2: Name Reservation through RUN
- File RUN (Reserve Unique Name) form on MCA portal.
- Maximum two names can be applied in one application.
- The proposed name must comply with Section 4 and must not be identical or resemble existing company or registered trademark.
- Upon approval, name is reserved for a limited validity period.
Step 3: Hold Extraordinary General Meeting (EGM)
- Issue notice of EGM with explanatory statement under Section 102.
- Pass a Special Resolution (minimum 75% majority).
- Approve alteration of:
- Name Clause of Memorandum of Association (MOA)
- Articles of Association (AOA), if required.
Step 4: Filing of Form MGT-14
- File Form MGT-14 within 30 days of passing Special Resolution.
- Attach:
- Certified copy of Special Resolution
- Notice of EGM
- Explanatory Statement
- Altered MOA and AOA
Step 5: Filing of Form INC-24
- File Form INC-24 for approval of Central Government.
- Mention SRN of MGT-14.
- Attach:
- Certified copy of Special Resolution
- Notice and Explanatory Statement
- Altered MOA & AOA
- Minutes of EGM
Step 6: Issue of Fresh Certificate of Incorporation
Upon satisfaction, ROC will issue a Fresh Certificate of Incorporation reflecting the new name.
The name change becomes effective from the date mentioned in the certificate.
MCA Fees (Indicative)
- RUN: ₹1,000
- MGT-14: As per authorized capital (generally ₹200–₹600 for small companies)
- INC-24: ₹1,000
(Additional fees may apply in case of delay.)
Timeline (Practical)
- RUN Approval: 1–3 working days
- INC-24 Approval: 7–15 working days
- Total Process: Approximately 10–20 days
Post-Approval Compliances
After receiving the new Certificate of Incorporation, the company must:
1. Update PAN (Form 49B).
2. Amend GST registration.
3. Update bank accounts.
4. Inform EPFO, ESIC, PT authorities (if applicable).
5. Update name on:
-
- Letterheads
- Invoices
- Name boards
- Statutory registers
- Website and official documents
6. Print old name along with new name for at least 1 year
Points to Remember
- INC-24 is mandatory except in case of mere deletion/addition of the word “Private” due to conversion.
- Company should ensure no pending annual filings before applying.
- Digital Signatures must be valid and properly registered.
- Trademark search is advisable before filing RUN.
Conclusion
Change of name of a Private Limited Company is a structured legal process requiring Board approval, shareholder approval through Special Resolution, and Central Government approval through ROC. Proper documentation and timely filing of forms ensure smooth approval without resubmission.
With correct planning and compliance, the entire process can be completed within 2–3 weeks.
Author Bio
The requirement of Former name to be displayed is 2 years as per first proviso of section 12(3).