Introduction
“What’s in a name?” While Shakespeare may have pondered this philosophically, in the corporate world, a company’s name holds significant value reflecting its brand, vision, and market presence.
Businesses often choose to change their names due to rebranding, mergers, diversification, or legal reasons. However, under the Companies Act, 2013, this is not just a cosmetic change, it requires a structured legal process with board approvals, shareholder consent, and statutory filings.
This article offers a practical guide to the legal provisions, procedures, and key considerations for changing a company’s name in India helping corporates stay compliant, students understand the process, and professionals ensure smooth execution.
Legal Framework for Change of Company Name
Governing Sections and Rules: Section 4(2) and (3), Section 13 (2), (3) (6) and (10) of the Companies Act, 2013 read with Rule 8 and 29 of the Companies (Incorporation) Rules, 2014.
Section 13(2) of the Companies Act Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:
Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
When any change in the name of a company is made under sub-section (2) of Section 13, the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate [Section 13(3)].
As per Section 13(6)(b) of the Act stated that, Save as provided in section 64, a company shall, in relation to any alteration of its memorandum, file with the Registrar the approval of the Central Government under sub-section (2), if the alteration involves any change in the name of the company.
Section 13(10) No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.
Section 4(2) The name stated in the memorandum shall not—
(a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or
(b) be such that its use by the company—
(i) will constitute an offence under any law for the time being in force; or
(ii) is undesirable in the opinion of the Central Government.
Section 4(3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains—
(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
(b) such word or expression as specified in Rule 8 of the Companies (Incorporation) Rules, 2014,
unless the previous approval of the Central Government has been obtained for the use of any such word or expression.
Sub-rule (1) of Rule 29 of the Companies (Incorporation) Rules, 2014, The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon Provided that the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be. (Prohibition for the Change of Name)
An application shall be filed in Form No.INC.24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No.INC.25 shall be issued to the company consequent upon change of name. [Rule 29(2)]
Procedure for the Change of Name
1.The company shall convene a meeting of the Board of Directors to pass a resolution for the change of name of the company (as per Section 173 and SS-1), or alternatively, may obtain approval from the majority of directors through a resolution by circulation (as per Section 175).
2. The company shall file e-Form RUN (“Reserve Unique Name”) with the Central Registration Centre for approval of the proposed name(s) in order of preference. The company is permitted to propose up to two names, in order of preference, in the e-Form RUN.
3. The Central Registration Centre may either approve the proposed name or send it back for re-submission along with the reason for such re-submission. The company is allowed two chances (including the first application) under a single application. Once approved, the name is reserved for a period of 60 days.
4. The company shall convene a meeting of its members, i.e., an Extra-Ordinary General Meeting, to pass the following Special Resolution (as per Sections 96 and 100 of the Companies Act, 2013 and SS-2):
5. The company is required to file e-Form MGT-14 along with the linked e-Memorandum of Association (e-MOA) and e-Articles of Association (e-AOA). Once e-Form MGT-14 is approved, the company shall proceed with the filing of e-Form INC-24;
6. The Central Registration Centre will issue a fresh Certificate of Incorporation once the aforementioned procedure is duly completed.
Key Considerations for Effecting a Change of Company Name
1.The proposed name must be unique and not fall under the list of prohibited names as per the Companies (Incorporation) Rules, 2014. In cases where prior approval of the Central Government is required (e.g., for Section 8 companies or names resembling government bodies), such approval must be obtained before proceeding.
2. Elaborate/justify the reasons for change of name of the company.
3. Furnish certified true copy of special resolution approving change of name of the company along with notice and explanatory statement.
4. The Memorandum of Association (MOA) must be meticulously drafted to reflect the amendment in the Name Clause, and the Articles of Association (AOA) must also be updated accordingly. Both MOA and AOA must be wet-signed by at least two directors of the company.
5. Furnish signed copy of minutes of general meeting authorizing such alteration giving details of members with number of votes who casted vote in favour or against the resolution.
6. If the Extra-Ordinary General Meeting (EGM) is held at shorter notice, the consent of at least 95% of the members entitled to vote is mandatory, as per Section 101 of the Companies Act, 2013.
7. An undertaking must be executed by two directors of the company on non-judicial stamp paper, duly notarized, confirming that the company has not defaulted in complying with the provisions of Rule 29(1) of the Companies (Incorporation) Rules, 2014.
8. A Turnover Certificate from the Statutory Auditor of the company be required as per MCA instructions.
Conclusion
In essence, changing a company’s name under the Companies Act, 2013 is a structured legal process not merely a cosmetic shift. It requires strategic intent backed by procedural discipline, including board and shareholder approvals, careful drafting of altered constitutional documents, and timely filings and with the Central Registration Centre and Concerned ROC. Non-compliance with any step be it name reservation norms, special resolution formalities, or Rule 29 restrictions can delay or invalidate the process. A well-executed name change reflects not just a new identity, but also a company’s commitment to legal and regulatory integrity.
1. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Alteration_of_Memorandum
2. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/rules.html
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Disclaimer Note: This analysis represents the writer’s understanding and interpretation of the subject matter. The views expressed herein are solely those of the writer’s and do not necessarily reflect any organisation’s views. The information provided is for informational purposes only and should not be considered professional advice. While efforts have been made to ensure accuracy, there may be errors or omissions. Individuals may interpret the content differently, and the writer’s disclaims liability for such interpretations. Readers are encouraged to conduct their own research and seek tailored professional advice before making decisions based on this information. The writer’s is not liable for any damages or losses arising from the use of this article. By accessing this article, you agree to this disclaimer.
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| Ms. Anita Chaudhary ACS, M. Com (BPCG) Chaudhary & Negi Partners (Company Secretaries) Founder and Managing Partner Email: anita@chaudharynegipartners.com, Mob: +91-93557-42555 |
Mr. Aashish Negi FCS, LLB, B. Com, CSR Certified Professional Chaudhary & Negi Partners (Company Secretaries) Co-Founder and Managing Partner Email: aashish@chaudharynegipartners.com, Mob: +91-93557-41555/43555 |
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