A B2B logistics software company in Chennai had been operating under a name that made perfect sense when it was founded. Three years later, the business had pivoted entirely toward supply chain analytics. The old name referenced freight forwarding, which no longer described what the company did. Two enterprise clients had separately mentioned that the name caused confusion during procurement approvals. The founders knew a name change was necessary.
What they did not anticipate was the sequence of steps, the multiple MCA forms, the shareholder meeting requirement, and the downstream updates to GST, bank accounts, contracts, and signboards. They assumed it would be a simple portal update. It is not.
Company Name Change Procedure in India is a regulated legal process that requires board approval, shareholder consent, and filings with the MCA under the Companies Act, 2013. It involves board and shareholder approvals, MCA filings, and Central Government approval through the Registrar of Companies. Doing it correctly the first time avoids form rejections, delayed certificates, and inconsistent records across regulators.
This guide covers the complete company name change procedure in India in 2026: the legal provisions, when a name change is not permitted, how to choose a compliant name, the step-by-step process with every form, timelines, costs, and all post-approval updates.
Legal Framework Governing Company Name Change
The change of a company’s name is governed by Sections 13, 14, and 16 of the Companies Act, 2013, read with Rules 29(1) and 29(2) of the Companies (Incorporation) Rules, 2014.
Section 13(1) permits a company to change its name by passing a special resolution in a general meeting, subject to Central Government approval. Section 13(2) specifically requires that the application for name change be made in Form INC-24 to the Registrar of Companies (ROC) acting on behalf of the Central Government.
Section 4(2) of the Act prohibits a company from registering a name that is identical to or closely resembles the name of an existing company or LLP registered with the MCA.
Section 16 empowers the Central Government to direct a company to change its name within three months if the name was registered in error and is identical to or closely resembles the name of an existing company. In such cases, an ordinary resolution is sufficient for compliance, rather than the special resolution required for a voluntary name change.
A critical restriction under Rule 29(1) of the Companies (Incorporation) Rules, 2014, states that a name change shall not be permitted for a company that has defaulted in filing its Annual Returns or Financial Statements, or any other document due for filing with the Registrar, or that has defaulted in the repayment of matured deposits, debentures, or interest. All compliance filings and dues must be cleared before initiating the process.
When Is a Company Name Change Required or Permitted
Voluntary reasons for name change:
A company may change its name voluntarily for any of the following reasons:
A change in the nature of business that makes the existing name inconsistent with current operations. A rebranding initiative to improve market positioning or modernise the company’s identity. A change in ownership or management where the new promoters prefer to reflect their identity in the company name. A decision to resolve a potential trademark conflict before it becomes a legal dispute. A pivot from one industry vertical to another that requires a name reflecting the new business.
Legally directed name change:
Under Section 16 of the Companies Act, 2013, the Central Government can direct a company to change its name within three months if the name is found to closely resemble that of another company or is otherwise undesirable. The penalty for non-compliance with such a direction is ₹1,000 per day until the name is changed.
MCA Naming Rules: What Is and Is Not Permitted
Before filing a name reservation application, the proposed name must comply with the MCA naming guidelines under Rule 8 and Rule 8A of the Companies (Incorporation) Rules, 2014.
The name must be unique and must not be identical to or closely resembling any existing company or LLP name registered with the MCA. The MCA’s automated system checks for phonetic similarity, plural variations, singular-to-plural changes, and minor spelling differences, all of which can lead to rejection.
The name must be consistent with the principal business objects stated in the Memorandum of Association. A company with technology services as its primary object cannot register a name that implies it is in the food industry.
Restricted words requiring special approval:
Certain words in a company name require prior approval from the Central Government or specific regulators:
Words such as “National”, “Union”, “Central”, “Federal”, “Bharat”, “India”, and “Hindustan” require either a minimum authorised capital of ₹5 lakh or prior approval, as they imply a governmental connection or national character.
Words such as “Bank”, “Insurance”, “Venture Capital”, and “Stock Exchange” require prior approval from the respective sectoral regulators, namely the Reserve Bank of India, the Insurance Regulatory and Development Authority of India, and the Securities and Exchange Board of India.
If the proposed name includes any trademark that is already registered or pending registration with the Trademark Registry, a No Objection Certificate from the trademark owner is required before the MCA will approve the name.
What the name must include:
Every Private Limited Company must end its name with “Private Limited.” A One Person Company must use “(OPC) Private Limited.” A Public Limited Company must end with “Limited.” An LLP must use “LLP” or “Limited Liability Partnership.” These suffixes are mandatory under the Companies Act, 2013.
What Stays the Same After a Name Change
A company name change does not create a new legal entity. The company continues to be the same legal person. The following remain entirely unchanged:
The Corporate Identification Number (CIN), which is the company’s unique identifier with the MCA. The Permanent Account Number (PAN) of the company. The Tax Deduction and Collection Account Number (TAN). All existing contracts, agreements, rights, and obligations of the company, which continue in the company’s new name. All pending legal proceedings, which continue in the new name after informing the relevant courts.
Company Name Change Procedure in India: Step-by-Step Process
Step 1: Convene a Board Meeting
Issue a board meeting notice at least seven days in advance to all directors as required under Section 173 of the Companies Act, 2013, and Secretarial Standard SS-1. At the board meeting, pass a board resolution that approves the proposal to change the company name, authorises a designated director or Company Secretary to apply for name availability with the MCA, and fixes the date for an Extraordinary General Meeting (EGM) to pass the special resolution.
Step 2: Apply for Name Reservation Using the RUN Service
File an application for name reservation through the RUN (Reserve Unique Name) service on the MCA portal at mca.gov.in. The RUN application allows only one name per submission. No Digital Signature Certificate is required for the RUN filing. The application fee is ₹1,000 per submission. The application is processed by the Central Registration Centre (CRC) of the MCA, which checks the proposed name against all existing company names, LLP names, and registered trademarks.
If the name is approved, the approval is valid for 60 days from the date of approval, within which Form INC-24 must be filed. If the name is rejected, a fresh RUN application with a different name must be submitted at an additional fee of ₹1,000.
Step 3: Convene the Extraordinary General Meeting
After receiving name approval from the MCA, issue an EGM notice to all shareholders. A minimum of 21 clear days’ notice is required unless at least 95% of shareholders provide consent in writing for a shorter notice period, as permissible for Private Limited Companies. The EGM notice must include the explanatory statement under Section 102 of the Companies Act, 2013, specifying the existing and proposed names and the reasons for the change.
Step 4: Pass the Special Resolution at the EGM
At the EGM, pass the special resolution for the name change. A special resolution requires the approval of at least 75% of the voting rights present at the meeting. The resolution must cover the alteration of the name clause in the Memorandum of Association (MOA) and the corresponding amendment to the Articles of Association (AOA). Record the resolution in the certified minutes of the meeting.
Step 5: File Form MGT-14 Within 30 Days
Within 30 days of passing the special resolution at the EGM, file Form MGT-14 with the ROC through the MCA portal. Form MGT-14 registers the special resolution with the Registrar. Attachments include the notice of the EGM and explanatory statement, the certified true copy of the special resolution, and the altered MOA and AOA reflecting the new name. The MGT-14 filing fee ranges from ₹200 to ₹5,000 based on the company’s authorised capital. Failure to file within 30 days attracts substantial additional fees that increase steeply over time.
Step 6: File Form INC-24
After Form MGT-14 is filed, file Form INC-24 on the MCA portal. This is the formal application to the Central Government (acting through the ROC) for approval of the name change under Section 13(2) of the Companies Act, 2013, and Rule 29(2) of the Companies (Incorporation) Rules, 2014.
Form INC-24 must reference the SRN of the approved RUN application and the SRN of the filed MGT-14. The form requires details of the reasons for the name change, the number of members who attended the EGM, the number of votes for and against the resolution, and the percentage of shareholding represented.
Documents to attach with Form INC-24 include:
- Certified true copy of the minutes of the EGM
- Copy of the special resolution
- Altered MOA and AOA
- Copy of the RUN name approval
- If the name change reflects a change in business activity: a certificate from a Chartered Accountant confirming the turnover from the new activity
- If the name contains restricted words: copy of approval from the relevant regulatory authority
Form INC-24 must be digitally signed by the authorised director using their DSC and must be certified by a practising Company Secretary or Chartered Accountant.
The filing fee for INC-24 ranges from ₹1,000 to ₹20,000 depending on the type of company and its authorised capital.
Step 7: ROC Review and Issuance of Fresh Certificate of Incorporation
The Registrar reviews the INC-24 application and all attachments. If the documentation is complete and satisfactory, the ROC issues Form INC-25, which is the fresh Certificate of Incorporation in the new name. The name change is legally effective from the date this certificate is issued.
If the INC-24 is marked for resubmission due to deficiencies, corrections must be uploaded within 15 days. Failure to resubmit within the window invalidates the application and requires a fresh INC-24 with a new fee.
Timeline and Cost
Timeline:
Name reservation via RUN takes two to five working days. EGM notice period is 21 days (or shorter with 95% shareholder consent). ROC processing of INC-24 takes five to 15 working days. Total process from board meeting to new Certificate of Incorporation: approximately 15 to 30 working days.
Cost:
| Item | Fee |
| RUN filing | ₹1,000 |
| Form MGT-14 | ₹200 to ₹5,000 (based on authorised capital) |
| Form INC-24 | ₹1,000 to ₹20,000 (based on company type and capital) |
| Professional fees (CA/CS) | ₹5,000 to ₹15,000 |
| State stamp duty on amended MOA | ₹100 to ₹1,000 (varies by state) |
Total government filing fees for most standard Private Limited Companies typically range from ₹2,400 to ₹26,000, excluding professional fees.
Post-Approval Compliances After Name Change
Receiving the new Certificate of Incorporation is not the final step. The company must complete a comprehensive set of post-approval updates to ensure the new name is consistently reflected across all regulatory, legal, and operational records.
Update MOA and AOA copies: Print updated copies of the amended MOA and AOA with the new name and maintain them at the registered office. Every copy of the MOA and AOA used in official communications must reflect the new name.
Display new name at all premises: Under Section 12(3)(a) of the Companies Act, 2013, the company’s name and registered office address must be displayed in legible letters outside every place of business. Under Section 12(3)(b), the name must be engraved on the company seal. Failure to comply attracts a fine of ₹1,000 per day.
Update GST registration: File an amendment application on the GSTN portal to reflect the new company name on the GST registration certificate. Update the name on all future invoices and GST returns immediately after the new Certificate of Incorporation is received.
Update PAN and TAN: While PAN and TAN numbers do not change, the name associated with them must be updated with the Income Tax Department to match the new Certificate of Incorporation. This ensures that tax filings and TDS records are consistent.
Update bank accounts: Submit the new Certificate of Incorporation and amended MOA and AOA to all banking institutions for KYC update. The bank account name must be changed to the new company name.
Update trademark registrations: A company name change does not automatically transfer or update any registered trademarks. A separate application must be filed with the Trademark Registry under the Trade Marks Act, 1999, to record the change in ownership name for all marks registered in the company’s previous name.
Update all licenses and registrations: All state-level registrations including Shop and Establishment, Professional Tax, Trade License, FSSAI, MSME Udyam certificate, and IEC must be updated through the respective authorities to reflect the new company name.
Update contracts and agreements: Existing contracts, vendor agreements, employment agreements, and customer agreements do not become invalid due to a name change. However, it is advisable to issue addendum letters to all counterparties informing them of the name change and updating the contract party name for future clarity.
Inform courts and legal authorities: If the company is a party to any pending litigation, all courts and legal authorities must be notified of the name change. The party name must be updated in all ongoing proceedings.
Update company website, letterheads, and marketing materials: All digital and physical assets carrying the company name must be updated. This includes the company website, email addresses, business cards, letterheads, invoices, and official communications.
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Common Mistakes to Avoid
Filing INC-24 before MGT-14 is processed
Form INC-24 specifically requires the SRN of the filed MGT-14. Attempting to file INC-24 before MGT-14 is submitted will result in a form error. Always file MGT-14 first and use its SRN in INC-24.
Missing the 30-day deadline for MGT-14
Form MGT-14 must be filed within 30 days of passing the special resolution at the EGM. Late filing attracts escalating additional fees that can significantly increase the compliance cost.
Letting the RUN name approval lapse
The approved name is valid for 60 days from the date of RUN approval. If INC-24 is not filed within this period, the name reservation lapses and a fresh RUN application at ₹1,000 must be filed.
Not checking trademark availability before the RUN application
An approved RUN name can later create trademark disputes if the proposed name is similar to an existing registered mark. A comprehensive trademark search on the IP India portal before filing RUN prevents this problem.
Not updating downstream registrations after receiving the new Certificate
Many companies receive the new Certificate of Incorporation and then delay updating GST, bank accounts, and other registrations. Operating with a mismatched name across GST invoices and tax filings generates discrepancies that trigger notices from the tax authorities.
Conclusion
Changing a company name in India is a structured process under the Companies Act, 2013, that requires board approval, shareholder approval by special resolution at an EGM, name reservation through the RUN service on the MCA portal at mca.gov.in, and formal approval through Form INC-24 to the ROC. Upon approval, the ROC issues a fresh Certificate of Incorporation in Form INC-25.
The process takes approximately 15 to 30 working days from the board meeting to receipt of the new Certificate. Government filing fees range from ₹2,400 to ₹26,000 for most standard cases, excluding professional fees.
The company’s CIN and PAN do not change. The legal entity continues as the same company under a new name. All existing contracts, rights, and obligations are unaffected.
The post-approval compliance work, covering GST, bank KYC, trademark registry, all licenses and registrations, signboards, letterheads, and stakeholder communications, requires as much attention as the MCA process itself. A name change that is correctly executed with the MCA but not followed through on downstream records creates regulatory mismatches that can be costly to resolve.
Frequently Asked Questions
What is the procedure to change a company name in India?
A board meeting is held to approve the name change and authorise EGM notice. A RUN application is filed on the MCA portal to reserve the new name (₹1,000 fee). An EGM is convened and a special resolution is passed by at least 75% of voting rights. Form MGT-14 is filed within 30 days of the EGM. Form INC-24 is filed for Central Government approval. On approval, the ROC issues a new Certificate of Incorporation in Form INC-25.
Does changing the company name create a new company?
No. A company name change does not create a new legal entity. The company continues with the same Corporate Identification Number (CIN), the same PAN, and the same rights and obligations. Only the name in the Certificate of Incorporation changes.
Does the PAN change when a company changes its name?
No. The PAN of a company does not change when the name is changed. The name associated with the PAN must be updated with the Income Tax Department, but the PAN number itself remains unchanged.
How long does the company name change process take?
The total process from board meeting to receipt of the new Certificate of Incorporation takes approximately 15 to 30 working days. The primary variable is the ROC’s processing time for Form INC-24, which typically ranges from five to 15 working days.
How many times can a company change its name?
There is no legal restriction on the number of times a company can change its name under the Companies Act, 2013. Each change requires a fresh board resolution, special resolution, RUN application, Form MGT-14, and Form INC-24.
Can a company change its name if it has pending annual compliance filings?
No. Under Rule 29(1) of the Companies (Incorporation) Rules, 2014, a name change is not permitted if the company has defaulted in filing its Annual Return, Financial Statements, or any other document due with the Registrar, or has defaulted in the repayment of matured deposits or debentures.
What happens if the proposed name is similar to an existing trademark?
If the proposed new name resembles or incorporates a registered or pending trademark, the RUN application should be accompanied by a No Objection Certificate from the trademark owner. Without this, the MCA may reject the name reservation or the ROC may reject Form INC-24 on trademark similarity grounds.
Does the GST registration update automatically after a company name change?
No. The GST registration must be separately updated by filing an amendment application on the GSTN portal at gst.gov.in. The company must update all invoices and GST returns to reflect the new name from the date the amended GST certificate is received.
