{"id":94,"date":"2026-05-09T11:18:10","date_gmt":"2026-05-09T11:18:10","guid":{"rendered":"https:\/\/www.lexemer.com\/articles\/?p=94"},"modified":"2026-05-10T17:46:06","modified_gmt":"2026-05-10T17:46:06","slug":"changing-name-company-companies-act-2013","status":"publish","type":"post","link":"https:\/\/www.lexemer.com\/articles\/changing-name-company-companies-act-2013\/","title":{"rendered":"Steps to Change the Name of a Company Under the Companies Act, 2013"},"content":{"rendered":"

The name of a company is not simply a label on a certificate, it is a essential element of the Memorandum of Association and represents the brand, goodwill and legal identity of the entity. Accordingly, any proposal to alter the name of a company, whether arising from a rebranding exercise, a change in business focus, a transfer of ownership or any other reason, is subject to legal review and compliance.<\/p>\n

Section 13 of the Companies Act, 2013 governs any alteration of the Memorandum of Association, which includes the name clause. Section 14 of the Act covers changes to the Articles of Association, which also need to be updated to reflect the new name. Rule 29 of the Companies (Incorporation) Rules, 2014 sets out the filing requirements.<\/p>\n

In short, a name change needs two things. A special resolution passed by the shareholders and the approval of the Central Government (which in practice means the Registrar of Companies, since the power has been delegated).<\/p>\n

There is a limited exception to the above requirement in the Proviso of Section 13(2) of the Companies Act, 2013. Where the change in name is restricted solely to the addition or removal of the word “Private” (for instance, upon conversion between a private and a public company), approval of the Central Government is not mandated.<\/p>\n

Prior to initiating the process, it is essential to ascertain the eligibility of the company. A company is not permitted to change its name if it has failed to file any due annual returns or financial statements with the Registrar. Further, a name change is not allowed if the company is in default of repayment of matured deposits, debentures or any interest thereon.<\/p>\n

The proposed name itself must clear the tests laid out in Section 4 of the Act. It cannot be identical to or closely resemble an existing company’s name, it cannot constitute an offence under any law in force and it cannot be seen as undesirable by the Central Government (RoC). If the name uses certain restricted words that hint at government patronage or regulated activities, you will need prior approval for those words.<\/p>\n

Step 1: Hold a Board Meeting<\/strong><\/p>\n

The company secretary or an authorised director issues a notice of board meeting to all directors at least seven days in advance (or short notice), as required under Section 173 and Secretarial Standard 1.<\/p>\n

At this meeting, the board discusses the reasons for the name change, picks a few proposed names in order of preference and passes a board resolution for the following:<\/p>\n

    \n
  1. \n
      \n
    1. It approves the proposal to change the name,<\/li>\n
    2. authorises a director or the company secretary to file the name reservation application with the Registrar,<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n

      Step 2: Reserve the New Name Through the RUN Form<\/strong><\/p>\n

      After Board approves the proposed name(s), the next step is to check that the proposed name is actually available or not. This is done through the RUN (Reserve Unique Name) web service on the MCA portal.<\/p>\n

      You can submit up to two proposed names in a single RUN application, along with the reason for the change. If the name is based on a registered trademark or one pending registration, attach a no objection certificate from the trademark owner. The Registrar processes the application and either approves one of the names or send the form for resubmission.<\/p>\n

      Once approved, the name is reserved for 60 days from the date of approval. The entire name change process needs to be completed within this time frame.<\/p>\n

      Step 3: Hold a Board Meeting<\/strong><\/p>\n

      After name approval, hold another Board meeting to fixes the date, time, and venue for the Extraordinary General Meeting (EGM).<\/p>\n

      Once EGM Notice is approved by the Board, the company sends out notices for the EGM to all directors, members and the auditor. The notice must go out at least 21 clear days before the meeting and must include an explanatory statement under Section 102 that sets out why the change is being proposed. If shareholders holding at least 95 percent of the paid up share capital that carries voting rights give their consent, the EGM can be held on shorter notice.<\/p>\n

      Step 4: Hold the Extraordinary General Meeting<\/strong><\/p>\n

      At the meeting, the members pass a special resolution (needing a three fourths majority) approving the change in name and the consequential alterations to the Memorandum and Articles of Association.<\/p>\n

      Step 4: File Form MGT-14 With the Registrar<\/strong><\/p>\n

      Any special resolution that alters the Memorandum of Association of the Company has to be reported to the Registrar.<\/p>\n

      e-Form MGT-14 must be filed within 30 days of the EGM, with the following attachments:<\/p>\n

        \n
      1. \n
          \n
        1. Certified true copy of the special resolution passed at the EGM.<\/li>\n
        2. Notice of the EGM along with the explanatory statement.<\/li>\n
        3. Altered Memorandum of Association and Articles of Association.<\/li>\n
        4. Consent letters from shareholders, if the EGM was held on shorter notice.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n

          e-Form MOA must be filed along with e-Form MGT-14 within 30 days of the EGM, with the certified copy of e-MOA as an attachments.<\/p>\n

          e-Form AOA must be filed within e-Form MGT-14 30 days of the EGM, with the certified copy of e-MOA as an attachments.<\/p>\n

          Step 5: File Form INC-24 with ROC for Central Government Approval<\/strong><\/p>\n

          This is the form that actually requests approval for the name change. INC-24 must be filed within 30 days of passing the special resolution and it cannot be filed until MGT-14 has been submitted (since the SRN of MGT-14 is required).<\/p>\n

          e-Form INC-24 must be filed within 30 days of the EGM, with the following attachments:<\/p>\n

            \n
          1. \n
              \n
            1. Certified true copy of the special resolution passed at the EGM<\/li>\n
            2. Notice of the EGM along with the explanatory statement<\/li>\n
            3. Certificate of Incorporation, Altered Memorandum of Association and Articles of Association<\/li>\n
            4. Consent letters from shareholders, if the EGM was held on shorter notice|<\/li>\n
            5. Declaration by the Directors of the Company regarding no pendency of any enquiry or inspection and investigation against the company.<\/li>\n
            6. An affidavit by the Directors of the Company regarding that annual filing of the company is complete and disclosure in respect of deposits and debentures.<\/li>\n
            7. Signed Minutes of the EGM<\/li>\n
            8. If the change is linked to a shift in the main business activity, a certificate from a chartered accountant confirming turnover details from the new line of business.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n

              Both MGT-14 and INC-24 are non-STP forms, meaning they go for manual scrutiny by the Registrar rather than auto approval. Expect some back and forth if the Registrar raises queries.<\/p>\n

              Step 6: Receive the Fresh Certificate of Incorporation<\/strong><\/p>\n

              Once the Registrar of Companies is satisfied, a fresh Certificate of Incorporation is issued in Form INC-25 bearing the new name. The change becomes legally effective only from the date printed on this new certificate, not from the date of the EGM or any earlier step.<\/p>\n

              Note that a name change does not affect the rights or obligations of the company. Any legal proceedings started by or against the company under the old name can continue under the new name without disruption.<\/p>\n

              After the Name Change of the Company<\/strong><\/p>\n

              Getting the new certificate is the legal finish line, but a fair amount of operational work follows. Every copy of the Memorandum and Articles of Association needs to reflect the new name. The new name, alongside the former name, must be printed on all business letters, invoices, official publications, notices, and other official documents of the company for a period of two years<\/strong> from the date of the change, refer section 12 of the Companies Act, 2013.<\/p>\n

              The same requirement applies to the signboard at the registered office, where both the new and former names must be displayed for two years. Additionally, the company must apply for a fresh PAN and TAN with the Income Tax Department, update GST registration, bank accounts, licences issued by various authorities, property records and any agreements or contracts referencing the former name. In the case of a listed company, the stock exchanges must be notified and the new name must be displayed on the company’s website alongside the former name for a minimum period of one year.<\/p>\n

               <\/p>\n","protected":false},"excerpt":{"rendered":"

              The name of a company is not simply a label on a certificate, it is a essential element of the Memorandum of Association and represents the brand, goodwill and legal identity of the entity. Accordingly, any proposal to alter the name of a company, whether arising from a rebranding exercise, a change in business focus, […]<\/p>\n","protected":false},"author":1,"featured_media":97,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"class_list":["post-94","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-companies-act-2013"],"_links":{"self":[{"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/posts\/94","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/comments?post=94"}],"version-history":[{"count":4,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/posts\/94\/revisions"}],"predecessor-version":[{"id":161,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/posts\/94\/revisions\/161"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/media\/97"}],"wp:attachment":[{"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/media?parent=94"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/categories?post=94"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.lexemer.com\/articles\/wp-json\/wp\/v2\/tags?post=94"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}