A company's name is its unique identity, legally recorded in its Certificate of Incorporation (COI), Memorandum of Association (MOA), and Articles of Association (AOA). Businesses may decide to change their name due to rebranding, expansion, mergers, or legal reasons. The process is governed by the Companies Act, 2013, and the Companies (Incorporation) Rules, 2014.

This guide will walk you through the step-by-step procedure to change a private company's name in India, including pre-approval, legal compliance, ROC filings, and post-approval formalities.

Step 1: Pre-Name Change Compliance

Before applying for a name change, the company must ensure it is fully compliant with statutory obligations.

Eligibility Check Before Name Change

As per Section 13(2) of the Companies Act, 2013 and Rule 29(2) of the Companies (Incorporation) Rules, 2014, a company cannot change its name if:

• It has outstanding Annual Returns or Financial Statements pending with the Registrar of Companies (ROC).

• It has defaulted on payments of matured deposits, debentures, or outstanding loans.

Action: Ensure all pending filings, compliance obligations, and financial dues are cleared before proceeding.

Step 2: Name Approval and Compliance Process

1. Board Meeting Resolution

• Issue a notice for the Board Meeting at least 7 days in advance as per Section 173(3) of the Companies Act, 2013.

• Convene the meeting to:

  • Approve the proposed new name.

  • Authorize filing the necessary applications.

  • Set a date for an Extraordinary General Meeting (EGM).

• Pass a Board Resolution approving the name change.

2. File RUN Application for Name Approval

• Login to the MCA V3 Portal → Navigate to Company e-filing → RUN Application.

• Suggest up to two proposed names.

• Attach required documents:

  • Board Resolution copy

  • NOC from trademark owner (if applicable)

  • Clarification letter (optional)

• Government Fee: ₹1,000 (subject to MCA revisions)

• Processing Time: Typically 7-20 days

• Once approved, the reserved name is valid for 60 days.

3. Issue EGM Notice & Obtain Shareholder Approval

• Send EGM notice to shareholders at least 21 days before the meeting.

• Attach an explanatory statement as per Section 102 of the Act.

• Pass a Special Resolution (at least 75% shareholder consent required).

4. File MGT-14 (Approval of Special Resolution)

• Timeline: File MGT-14 within 30 days of passing the Special Resolution.

• Attachments:

  • ROC approval letter (if available)

  • Notice & explanatory statement of EGM

  • Certified copies of Special Resolution

  • Altered MOA & AOA

  • Attendance sheet of EGM

5. File INC-24 (Application for Name Change Approval)

• Timeline: File INC-24 within 30 days of Special Resolution.

• Attachments:

  • Minutes of the general meeting

  • Certified true copies of the Special Resolution

  • Affidavit from directors (as per Rule 29(1))

  • Altered MOA & AOA

  • Certificates from relevant authorities (if required)

6. Receive New Certificate of Incorporation

• Upon approval by ROC, the company will receive a new Certificate of Incorporation (INC-25) with the updated name.

Step 3: Post-Name Change Compliance

After the company name change is approved, it must update its records, branding, and legal documents accordingly.

Documents & Platforms to Update

• MOA & AOA

• Common Seal and Official Seal (if applicable)

• Bank account records, PAN, TAN, EPF, ESI registrations

• GST, MSME, IEC, and other statutory registrations

• Contracts, licenses, business permits

• Letterheads, invoices, marketing materials, social media, website

Legal Compliance: The new name must be displayed on all official documents for at least two years from the approval date.

Frequently Asked Questions (FAQs)

1. How long does it take to change a private company’s name?

The entire process typically takes 30-60 days, depending on MCA processing time and document accuracy.

2. What is the cost of changing a private company name in India?

The cost includes:

• RUN Application Fee: ₹1,000

• MGT-14 & INC-24 Filing Fees: Varies based on company's authorized capital (₹300 – ₹10,000)

• Professional fees (if hiring a CS or legal expert)

3. Can a company change its name without shareholder approval?

No, a company must obtain at least 75% shareholder consent through a Special Resolution in the EGM.

Changing a private limited company's name in India requires thorough planning, legal compliance, and timely ROC filings. By following this step-by-step process, businesses can ensure a smooth, legally compliant name transition.