How to Change Company Name? Procedure, Documents Required, Timeline

Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered. As per the Companies Act 2013, a company may change its name by passing a special resolution in the general meeting and receiving approval from the Registrar of Companies (RoC) and the Central Government.

However, when a company name is changed, it will not result in creating a new company or new entity. The established company will continue its affairs under the new name. Thus, the change of company name will not affect the following:

• Rights or obligations of the company
• Any legal proceedings by or against the company

Reasons for Change of Company Name

A company may decide to change its name for various reasons. Some of the common reasons are listed below:

Voluntary change of name

The company board may decide to change the company name voluntarily. It is legal to change the company name voluntarily subject to the fulfilment of all the conditions.

Change in business activity

A company board may decide to change the name when it changes its business activities. It may change the name to reflect the new or additional business objects. In such circumstances, the company should also alter its Memorandum of Articles to change its main object.

For marketing or rebranding

A company can change its name for marketing reasons or to effectively position the company’s brand. It may also change the name to as per the latest fashion and trend for better brand positioning. When a company is ready to move into a new market, it may change its name to reposition its brand.

Change of ownership

Usually, when the ownership of a company changes or entity takeovers the company, it is seen that the company name also changes to reflect the authority of the new management and for branding purposes.

Avoid IPR issues

A company may change its name to reinforce its trademark or copyright in its name. Similarly, the company can change its name to avoid a potential IPR conflict. 

Compliance with RoC direction

The RoC can make an order directing the change in the company name subsequent to a complaint filed by another company claiming priority of use of the name or trademark. In such a case, the company will have to change its name. 

Capitalising on the popularity of a service or product 

When a business gains popularity for one particular product or service, it can decide to rename its company around that service or product to capitalise on that popularity.

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.

Documents Required for Change of Company Name

The following documents are required apart from the documents to be filed with MGT-14 and INC-24:

• Certificate of Incorporation
• Altered MOA and AOA
• List of shareholders and directors
• Digital Signature of the authorised director
• Proof of registered business address

Timeline for Change of Company Name

The time required to change the company name is approximately 10 to 15 working days since it involves multiple departmental approvals.

Compliances After Change of Company Name

Once the RoC issues the new certificate of incorporation, the new company name must be incorporated in all the copies of MOA and AOA. The company must also make changes and put its new name in the following documents:

• The common seal of the company and official company seal
• Promissory notes and bills of exchange
• Company bank account name
• Tax authorities, EPF and ESI department
• Company website and social media accounts
• Company PAN and TAN
• Company letterheads, business cards, etc.
• Company statutory registers
• Employment and business contracts
• Update business licenses or permits

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