Change Company Name

Change Company Name: complete guide

Introduction

A company's name is its identity in the market. It appears on contracts, invoices, bank accounts, licences and every public record about the company. Over time, many businesses find that the name chosen at incorporation no longer fits. The business may have moved into new products or services, the founders may want a name that is easier to brand, a merger or acquisition may call for a new identity, or a trademark dispute may force a change. Whatever the reason, a company in India can change its name, but it must follow the procedure laid down in the Companies Act, 2013.

The name of a company is part of its Memorandum of Association. Changing it means altering the Memorandum, which requires a special resolution of the shareholders and the approval of the Central Government. In practice, this approval is given by the Registrar of Companies, which has been delegated the power. The process starts with reserving the new name through the MCA portal, followed by board and shareholder approvals, the filing of the special resolution, and an application for approval of the change. Once approved, the Registrar issues a fresh certificate of incorporation in the new name.

It is important to understand what a name change does and does not do. The company remains the same legal entity. Its Corporate Identity Number, PAN, assets, liabilities, contracts and legal proceedings continue unaffected. Only the name changes. However, every registration, licence, bank account and business document in the old name must then be updated, and for a period after the change the company must also show its former name alongside the new one.

Name changes are often rejected because the proposed name is too similar to an existing company, LLP or registered trademark, because it contains words that need special approval, or because the company has not filed its annual returns and financial statements. Our team checks the proposed name in advance, prepares all the resolutions and forms, files them on the MCA portal and handles any queries until the new certificate is issued. This page explains who needs this service, the legal requirements, the step-by-step process, documents, timelines, our fee and what you need to do after the change.

Who Needs It

You may need to change your company's name if:

• Your business has changed direction. The old name refers to an activity you no longer carry on, or does not reflect your new products or services.
• You are rebranding. You want a name that is easier to remember, pronounce or market, or that matches your brand and website identity.
• You have received a trademark objection. The owner of a registered trademark has objected that your name infringes their mark, or you have received a direction from the Central Government under Section 16 of the Act to change a name that is identical or too similar to another.
• A merger, acquisition or group restructuring calls for the company to take on the group's name or drop a former parent's name.
• The company is converting from one type to another, such as from a private company to a public company, or the reverse, and the suffix must change.
• Founders or partners have separated, and a name linked to a former promoter is no longer appropriate.
• You want to expand internationally, and the existing name has unwanted meanings or conflicts in other markets.

The service applies to private limited companies, public limited companies, one person companies and Section 8 companies. LLPs follow a different process under the LLP Act, which we handle separately.

Key Benefits

• A name that matches your business. A new name can reflect your current activities and your brand plans.
• Continuity of the legal entity. The company keeps its CIN, PAN, bank accounts, contracts, assets and liabilities. Nothing has to be transferred to a new entity.
• Resolving trademark conflicts. Changing a name that clashes with another party's mark can end or prevent a dispute.
• Compliance with directions. Where a regional director directs a change of name, completing it on time avoids further action against the company.
• Clear public record. The new name appears on the MCA records and on a fresh certificate of incorporation, which can be shared with banks, clients and authorities.
• Stronger brand protection. Choosing a new name after a trademark search allows you to apply for trademark registration in the same name and build a consistent brand.

A name change is not a new incorporation. Some founders assume that changing the name creates a new company. It does not. Section 13 of the Act treats it as an alteration of the Memorandum, and Section 4 governs the rules for the name itself. The existing company continues, and any legal proceedings by or against the company can continue or be started in the new name. This is why a name change is usually much simpler than closing one company and starting another.

What the Registrar looks at. When reviewing a name application, the Registrar considers whether the name is identical or too similar to an existing company or LLP name, whether it conflicts with a registered trademark, whether it contains words that are prohibited or need prior approval from a regulator or the Central Government, and whether the name is undesirable under the naming rules. The Registrar also checks that the company is up to date with its filings and is not in default on deposits.

Eligibility and Legal Requirements

The main legal provisions are Sections 4, 13 and 16 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. Key requirements are:

• Special resolution. The shareholders must pass a special resolution approving the change of name and the alteration of the name clause in the Memorandum.
• Central Government approval. The change must be approved by the Central Government. This power has been delegated to the Registrar of Companies.
• Name availability. The new name must be reserved through the name reservation facility on the MCA portal. It must not be identical or too similar to an existing company, LLP or registered trademark, and must follow the naming rules.
• No default in filings. A company that has not filed its annual returns or financial statements that are due, or that has failed to repay deposits or interest on them, cannot change its name until the default is cleared.
• Correct suffix. The new name must end with the correct words for the type of company, such as "Private Limited" or "Limited".
• Special words. Words that suggest a link with the government, a regulator or a protected activity need approval or a no-objection certificate from the relevant authority.
• Filing time limits. The special resolution must be filed in Form MGT-14 within 30 days of passing. The application for approval of name change is filed in Form INC-24, and a name reserved on the portal is valid only for the period allowed under the rules.
• Former name to be shown. After the change, the company must print its former name alongside its new name on its business letters, bills and other documents, and display it outside its offices, for a period of two years from the date of change, as required by the Act.

Government fees are payable at actual. Company law procedures and forms are updated from time to time, and we check the current requirements at the time of filing.

Step-by-Step Guide

1. Initial consultation. We discuss why you want to change the name, the names you have in mind, and whether any specific words or approvals are involved.
2. Compliance check. We check that the company's annual returns and financial statements are filed and that there is no default on deposits, since these would block the change.
3. Name and trademark search. We search existing company and LLP names and registered trademarks to identify conflicts and suggest variations where needed.
4. Board meeting. We draft the board resolution approving the proposed name change, authorising name reservation and calling a general meeting of shareholders.
5. Name reservation. We apply for reservation of the proposed name through the name reservation form on the MCA portal, with up to two proposed names in one application and an explanation of the meaning or significance of each.
6. General meeting and special resolution. Once the name is reserved, we draft the notice, explanatory statement and special resolution approving the change and the altered Memorandum and Articles.
7. Filing Form MGT-14. We file the special resolution with the Registrar in Form MGT-14 within 30 days of passing, with the altered Memorandum and Articles and the minutes of the meeting.
8. Filing Form INC-24. We file the application for approval of the change of name in Form INC-24, attaching the special resolution and other required documents.
9. Registrar review and queries. The Registrar examines the application. If any query or resubmission is required, we prepare and file the response within the time allowed.
10. Fresh certificate and handover. Once approved, the Registrar issues a fresh certificate of incorporation in the new name in Form INC-25. We share the certificate, approved forms and updated Memorandum and Articles, and guide you on updating your registrations.

Documents Checklist

From the company:

• Certificate of incorporation and current Memorandum and Articles of Association
• Latest audited financial statements and annual return, with proof of filing
• PAN of the company
• Digital Signature Certificate of a director or company secretary to sign the forms
• Board resolution approving the name change and calling the general meeting
• Notice of the general meeting, explanatory statement and special resolution
• Minutes of the general meeting
• Altered Memorandum and Articles of Association with the new name

For the proposed name:

• Up to two proposed names in order of preference
• Meaning or significance of each proposed name
• Trademark registration certificate or authorisation, if the name is based on a registered trademark owned by the company or a related party
• No-objection certificate or approval from the relevant authority, if the name contains a word that requires it
• Board resolution or no-objection certificate from a group company, if the new name uses a name already used by that group company

If the change is due to a trademark objection or direction:

• Copy of the direction or order requiring the change, if any
• Correspondence with the trademark owner

How Long It Takes

A change of company name usually takes three to five weeks from the date we receive complete documents. A typical timeline is:

• Name and trademark search: one to two working days.
• Name reservation: usually two to five working days, depending on the Registrar's workload and whether the name is accepted on the first attempt.
• General meeting: depends on the notice period. A general meeting needs clear notice under the Act, unless shorter notice is agreed by the required majority of shareholders.
• Filing Form MGT-14 and Form INC-24: usually within one to two working days of the meeting.
• Registrar approval and fresh certificate: usually one to two weeks, longer if queries are raised.

Delays usually come from rejected names, pending annual filings, words that need special approval or resubmission requests. A thorough search before applying reduces these risks.

Pricing

Our professional fee for Change Company Name is ₹ 7,999.

This covers:

• Consultation and compliance check of the company
• Company name and trademark search for the proposed names
• Drafting of board resolution, notice of general meeting and special resolution
• Drafting of the altered Memorandum and Articles of Association
• Filing of the name reservation application
• Preparation and filing of Form MGT-14 and Form INC-24
• Handling of resubmission requests on the same application
• Sharing the fresh certificate of incorporation and updated documents

Government fees and stamp duty, where applicable, are payable at actual. Clearing pending annual filings, trademark applications for the new name and updating GST and other registrations are quoted separately if you need them.

Common Mistakes to Avoid

• Not checking trademarks. A name accepted by the Registrar can still infringe a registered trademark, which could lead to another forced name change.
• Pending annual filings. A company with overdue financial statements or annual returns cannot change its name until the default is made good.
• Letting the reserved name lapse. A reserved name is held only for a limited period. If the special resolution and filings are not completed in time, the name must be reserved again.
• Weak explanation of the name. Names made of invented words or abbreviations are often queried. A clear explanation of the meaning helps.
• Using restricted words without approval. Words such as those suggesting a government link, a bank, insurance or a stock exchange need approval from the relevant authority.
• Forgetting the Articles. If the Articles of Association mention the company's name, they must also be altered along with the Memorandum.
• Not showing the former name. For two years after the change, the former name must appear alongside the new name on business documents and signboards.
• Delaying updates. Bank accounts, GST, licences and contracts still show the old name until each is updated, which can cause payment and compliance issues.

What Happens After

After the fresh certificate of incorporation is issued, the new name is effective. You should then:

• Update PAN and TAN with the income tax department so that the new name appears on these records.
• Update GST registration through an amendment application. A change of legal name in GST follows the change in PAN, so PAN should be updated first.
• Update bank accounts by sharing the fresh certificate and board resolution with your bank.
• Update licences and registrations, such as import-export code, MSME registration, shop and establishment registration, FSSAI licence, professional tax and others, as applicable.
• Inform clients, vendors and lenders and update the name in contracts where needed.
• Change letterheads, invoices, seals, signboards, website and email signatures, showing the former name alongside the new name for two years.
• Apply for trademark protection for the new name if you have not already.

Our team can help with updating PAN, GST and other registrations after the change.

FAQs

Does changing the name create a new company?

No. The company remains the same legal entity. Its CIN, PAN, assets, liabilities and contracts continue. Only the name changes.

Will my CIN change after the name change?

The CIN itself is not replaced by a change of name, but the new name appears against the CIN on the MCA records and a fresh certificate of incorporation is issued. A change of state or type of company can change parts of the CIN.

Do I need shareholder approval to change the company name?

Yes. A special resolution of shareholders is required, followed by approval of the Central Government, which is given by the Registrar under delegated powers.

Can a company with pending annual filings change its name?

No. A company that has not filed its annual returns or financial statements that are due, or that is in default on deposits or interest, cannot change its name until the default is cleared.

How long is a reserved name valid?

A name reserved for a change of name is valid only for the period allowed under the rules, counted from the date of approval. All filings must be completed within that time or the name must be reserved again.

Can I keep the old name as a brand after the change?

You can continue to use an old brand name for products or services, subject to trademark law, but the company's legal name on all official documents will be the new name.

Do I need to show my old name after the change?

Yes. For two years after the change, the company must print its former name along with its new name on business letters, bills, letter papers and notices, and display it outside its offices.

Can I change the name to include a word like "India" or "Bharat"?

Some words are restricted and need approval or meeting certain conditions under the naming rules. We check the current rules for any such word before applying.

What if my proposed name is rejected?

We suggest alternative names and apply again. A thorough company name and trademark search before applying reduces the risk of rejection.

Can I change the name without changing the business activity?

Yes. You can change the name even if the business activity stays the same, as long as the new name does not suggest an activity that is not covered by the objects in the Memorandum.

Do I need to update GST after changing the name?

Yes. Once PAN is updated with the new name, the change of legal name is updated on the GST portal through an amendment application.

What if the Central Government directs us to change our name?

If the regional director directs a change under Section 16 because the name is identical or too similar to another company or a registered trademark, the company must change its name within the time stated in the direction, failing which further action can be taken.

Related Tax & Compliance services

• Change Objective/Activity
• Changes to LLP Agreement
• Close the LLP
• Close the Pvt Ltd Company