A company’s name is its unique identity and is mentioned first in its charter documents. i.e. Certificate of Incorporation (COI), Memorandum of Association (MOA) and Articles of Association (AOA). For a private limited company, the name clause shows the official name it will use for business. Sometimes, a company might decide to change its name—for example, to rebrand, expand into new areas, diversify or reflect a new direction. In such cases, the company has to follow a specific process to get approval for the name change as mentioned under the Companies Act, 2013 (“the Act”) and the rules made thereunder.
Let’s discuss this with simple three way steps
1. Pre-name change compliance
2. During the name change compliance
3. Post name change compliance
1. PRE-NAME CHANGE COMPLIANCE
ENSURE PROPER COMPLIANCES TILL DATE:
Before a company can change its name, it must meet specific legal and regulatory requirements to ensure the process is valid and free from complications. Under Section 13(2) of the Companies Act, 2013, in conjunction with Rule 29(2) of the Companies (Incorporation) Rules, 2014, a company cannot proceed with a name change if it has failed to file its Annual Return, Financial Statement, or any other mandatory document with the Registrar of Companies (ROC) within the prescribed timeline.
This highlights the importance of maintaining compliance with all statutory obligations before applying for a name change. Non-compliance, such as delayed filings or outstanding submissions, can lead to penalties and the rejection of the application by the ROC. In such cases, the company will be unable to proceed with the name change until all legal obligations are fulfilled.
To avoid delays, legal issues, and additional costs, companies must ensure their filings are current and all compliance requirements are met.
Check these points before starting the process of the name change, otherwise you will face rejection by ROC or any other competent authority.
The authority concerned may reject the application for name change because of the following reasons:
| S No. | Descriptions |
| 1. | Defaulted in filing its annual returns or financial statements or any document due for filing with Registrar |
| 2. | Defaulted in repayment of matured deposits or debentures or interest on deposits or debentures |
2. DURING THE PROCESS OF NAME CHANGE COMPLIANCE
STEP-1 HOLD THE BOARD MEETING
- Board Meeting shall be convened by sending notice at least 7 days before the actual date of meeting to all Directors as per section 173(3) of the Companies Act, 2013 and Secretarial Standard-1.
- Convene a Board Meeting in accordance with the provisions of the Companies Act, 2013 and the company’s Articles of Association (AOA).
- Decide on the proposed name for the company, ensuring that it complies with Section 4(2) of the Companies Act, 2013.
- Pass a Board Resolution to approve the proposed name. The resolution should also authorize the filing of necessary applications with the Registrar of Companies (ROC) and any related actions to complete the name change process.
- Also, decide the date, day and time for holding the EGM for taking the consent form shareholders for name change.
- Issue the Notice of EGM. (NOTICE OF EGM SHALL BE GIVEN AT LEAST 21 DAYS BEFORE THE ACTUAL DATE OF EGM)
STEP-2 FILE RUN APPLICATION
Pathway for RUN application for MCA V3 portal: (MCA services> Company e-filling>Incorporation & changes services> RUN Application for change of name of existing Company)
After passing of Board resolution, next step is to file RUN Application i.e. to submit a request for name reservation of a New Name to ROC.
| Proposed Name | It is always advisable to suggest two proposed names, unless you are very sure with the single name to go with. |
| Documents required for Name change | 1. Copy of Board Resolution
2. NOC from trademark Owner ,(if applicable) 3. If possible, attach the clarification letter for the proposed name specifying the name relevance. (reason for the name change) |
| Fee of RUN Application | The company is required to pay a government fee of 1000/- (Subject to any change by MCA).
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| Time till when ROC Approve the New Name | Typically 20 Days.
If the proposed name is deemed acceptable, the ROC approves the new name and issues a name reservation certificate. |
| Name Reservation Validity | The proposed Name shall be valid for 60 days from the date of approval, beyond that company has to pay money for name extension.
Otherwise, the name will not be available. |
STEP-3 ISSUE THE NOTICE FOR EGM
- Once the ROC approves the name, next step is to send the notice for EGM. The company has to seek approval from the shareholders (75% consent- by passing Special Resolution “SR”) by convening an Extra Ordinary Resolution.
- Send the notice to all the shareholders at least 21 days before the actual date of EGM. (Responsibility of Board of Directors to send the notice to all the members)
- EGM can be called on Shorter Notice with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting.
- The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
- While sending the notice Explanatory Statement as per Section 102 of the Companies Act, 2013 is also required to be annexed. The explanatory statement should provide details about the reasons for the name change and its potential impact on the company and its stakeholders.
STEP-4 HOLD THE EGM
- Hold the EGM. 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.
- Pass the Special Resolution (consent from at least 75% of the voting rights of the shareholders present at meeting either in person or by proxy).
STEP-5 APPLY TO REGISTRAR BY FILING MGT-14
| Time limit for filling mgt-14 | Within 30 days from the date of passing of “SR” in the EGM |
| Fees for filing of MGT-14 | Depends on the Company’s share capital. |
| Attachments Of Mgt-14 | 1. Approval letter received from ROC for name change; (Optional)
2. Copy of notice of EGM Along with Explanatory Statement;(Mandatory) 3. Certified True Copies of the Special Resolutions along with explanatory statement;(Mandatory) 4. Attendance Sheet of EGM; 5. Altered MOA & AOA; (Subscriber sheet whiling filing e-MOA and e-AOA) 6. Consent for Shorter Notice (If Applicable) |
STEP-6 FILING OF INC-24 (SEEKING APPROVAL FROM CENTRAL GOVERNMENT)
| Time limit for filling INC-24 | Within 30 days from the date of passing of “SR” in the EGM |
| Fees for filing of INC-24 | Depends on the Company’s authorised share capital |
| Attachments Of INC-24 | 1. Signed copy of minutes of general meeting authorizing such alteration giving details of members with number of votes who casted vote in favor or against the resolution.
2. Certified True Copies of the Special Resolutions along with explanatory statement and Notice of EGM along with explanatory statement. 3. Affidavit from directors as per Rule 29(1) of the Companies (Incorporation) Rules 2014. 4. Altered MOA & AOA (Subscriber sheet whiling filing e-MOA and e-AOA) 5. If change of name is due to change in main activity of the company, a certificate from chartered accountant regarding turnover details from new activity should be enclosed.(Mandatory) Copy of any approval order obtained from the concerned authorities (such as RBI, IRDA, SEBI etc.) or the concerned department. (if required) |
Once the ROC approves the name change, they will issue a NEW Certificate of Incorporation (INC-25) reflecting the new name. This certificate confirms the name change legally.
POST NAME CHANGE COMPLIANCE
After a company changes its name, the new name must be updated in all copies of the Memorandum of Association (MOA) and Articles of Association (AOA). Additionally, updates must be made to the company’s common seal (if any), official seal, bank account name, and records with tax authorities, EPF, ESI, PAN, and TAN. The new name must also be reflected on the company website, social media accounts, letterheads, business cards, statutory registers, contracts, licenses, permits, correspondence and other official publications, to ensure complete compliance and consistency across all official documents and platforms for 2 years from the date of such name or names change.
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