The Memorandum of Association (MOA) contains the company's name as its first and most fundamental clause; it is the legal identifier by which the company exists. Under the Companies Act 2013, a company can change this name at any time by passing a special resolution at a general meeting, subject to approval from the Registrar of Companies (ROC) and the Central Government.
This guide walks through every step of that process, from the initial board meeting to the fresh Certificate of Incorporation, along with the documents required, government fees involved, and everything the company must update once the new name is official.
Reasons Behind Changing a Company Name
Companies change their names for a wide range of reasons, and the law does not require the reason to meet any particular standard, as long as the procedural requirements are followed. The most common situations include:
- Converting from a private to a public company (or vice versa), which requires a corresponding change to the name suffix
- Expanding into new business areas where the existing name no longer reflects the company's activities
- A full rebranding exercise, new leadership, new direction, or a shift in the company's positioning
- Resolving a trademark conflict or avoiding legal complications with a similar-sounding registered name
- Mergers and acquisitions, where the combined entity requires a new identity
Legal Framework - When Can a Company Not Change Its Name?
Most companies can apply for a name change at any point, but there is one important restriction. Under Section 13(2) of the Companies Act 2013, read with Rule 29(2) of the Companies (Incorporation) Rules 2014, a company cannot apply for a name change if it has failed to file its annual return, financial statements, or any other report or document with the ROC within the prescribed time.
In practice, this means the company must be fully compliant with its ROC filings before submitting the name change application. The ROC will check the compliance status and reject the application if any filings are outstanding. If your company has missed any annual returns or financial statement filings, those must be regularised first, ideally through the current MCA amnesty scheme if applicable.
Forms Required for Company Name Change - Quick Reference
The following four forms are involved in the name change process. Understanding what each form does and when it is filed will help you track the process clearly:
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How Much Does It Cost to Change a Company Name in India?
The total cost of changing a company name in India typically falls between ₹5,000 and ₹15,000, depending on the state of incorporation, the number of directors, and whether you engage a professional to handle the filing.
Here is a full breakdown of what you will actually pay:
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The stamp duty amount varies significantly by state. States like Karnataka and Tamil Nadu apply concessional or nil stamp duty on MOA and AOA alterations, while states like Madhya Pradesh and Punjab charge higher rates. Your CA or CS will advise the applicable rate for your state before filing.
How to Change a Company Name - Step-by-Step Process
The company name change process under the Companies Act 2013 involves five distinct stages. Each step has a legal deadline; missing any of them requires the process to restart from that point.
Step 1. Convene a Board Meeting:
The Board of Directors must first meet formally to deliberate on the proposed name change and pass a board resolution. The resolution should record the reason for the name change and authorise the Company Secretary or a designated Director to proceed with the application.
Step 2. Apply for Name Reservation via RUN (e-form RUN:
Once the board resolution is passed, the company applies to reserve the proposed new name through the RUN (Reserve Unique Name) service on the MCA portal. The application carries a government fee of ₹1,000 and allows submission of up to two name preferences. The proposed name must be unique and must not resemble any existing registered company or trademark.
If approved, the name is reserved for 20 days from the date of approval. If rejected, the company must apply again with a different name and pay the ₹1,000 fee again.
Step 3. Convene an Extraordinary General Meeting (EGM):
With the name reserved, the company must convene an Extraordinary General Meeting of its members. At the EGM, a special resolution must be passed to approve the alteration of the Name Clause in the Memorandum of Association. A special resolution requires approval from at least 75% of members present and voting. Which must be sent to all members at least 21 days before the meeting (unless a shorter notice is consented to by 95% of members).
Step 4. File e-Form MGT-14 (within 30 days of the EGM):
Within 30 days of passing the special resolution at the EGM, the company must file e-Form MGT-14 with the ROC on the MCA portal. This form records the special resolution and the alteration to the MOA and AOA.
Attachments required for MGT-14:
- Certified true copies of the special resolution, along with the explanatory statement
- Copy of the EGM notice sent to members, with all annexures
- Copy of the general meeting attendance sheet
- Altered Memorandum and Articles of Association reflecting the new name
Step 5. File e-Form INC-24 (Application for Central Government Approval):
After MGT-14 is filed and the SRN (Service Request Number) is generated, the company files e-Form INC-24 with the ROC. This is the formal application to the Central Government for approval of the name change. The SRN of the MGT-14 filing must be mentioned in INC-24.
Attachments required for INC-24:
- Notice and explanatory statement of the EGM
- Certified true copy of the special resolution
- Altered Memorandum and Articles of Association
- Minutes of the General Meeting
- Affidavit from directors
Step 6. Receive Fresh Certificate of Incorporation (Form INC-25):
Once the ROC reviews the INC-24 application and is satisfied with the documents, it issues a fresh Certificate of Incorporation in Form INC-25, digitally signed, with the new company name. This certificate is the legal confirmation that the company's name has been officially changed. The company's CIN number remains the same, only the name changes.
Documents Required for Company Name Change
In addition to the forms listed above, the following supporting documents are required across both MGT-14 and INC-24 filings:
- Certified true copy of the special resolution passed at the EGM
- Notice of EGM and explanatory statement, sent to members before the meeting
- Attendance sheet of the general meeting
- Altered MOA and AOA - updated copies with the new name substituted throughout
- Minutes of the general meeting where the special resolution was passed
- Affidavit from all directors confirming the accuracy of the application
- Original Certificate of Incorporation, a copy for reference
- DSC (Digital Signature Certificate) of the authorised Director or Company Secretary for e-filing
How to Change a Sole Proprietorship or Firm Name in India
The process described above applies exclusively to companies registered under the Companies Act 2013, private limited, public limited, OPC, and Section 8 companies. If you run a sole proprietorship or a partnership firm, the procedure is entirely different and does not involve any ROC filing.
For a sole proprietorship, the name is not separately registered in most cases; it operates under the proprietor's PAN and MSME registration if applicable. To change a proprietorship name, the steps are:
- Update the MSME/Udyam registration by amending the trade name on the Udyam portal (free, online)
- Update the GST Registration - file Form GST REG-14 on the GST portal, attaching supporting documents (see below)
- Notify the bank in writing with a board resolution equivalent (a signed letter) and update the current account name
- Update any shop and establishment registration with the local municipal authority
- Reissue letterheads, invoices, and business cards with the new name
For a registered partnership firm, the process involves amending the partnership deed and re-registering with the Registrar of Firms under the Indian Partnership Act. The procedure varies by state.
What Must Be Updated After the Company Name Change?
Obtaining a new Certificate of Incorporation isn't the end of the process. A company is legally required to update its name on numerous documents, registrations, and external parties. Failure to do so could result in a lack of compliance or rejection if the old name appears on the documents.
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Updating GST Registration After a Company Name Change - Step by Step
This is the step most companies overlook immediately after the name change. A mismatch between the company name on your GSTIN and your new Certificate of Incorporation can cause invoice rejections and GST return discrepancies.
6. Log in to the GST portal at gst.gov.in using your existing credentials
7. Go to Services → Registration → Amendment of Registration (Core Fields)
8. Update the Legal Name field with the new company name exactly as it appears on INC-25
9. Attach a copy of the new Certificate of Incorporation (INC-25) as a supporting document
10. File the amendment using Form GST REG-14 with your DSC or EVC
11. The GST officer will approve the amendment, the GSTIN remains unchanged, only the name on record is updated.
This amendment must be filed within 15 days of the name change. Delays attract compliance notices from the GST department.
Updating PAN After a Company Name Change
The company's PAN is linked to its name in the income tax database. To update it, a PAN change request must be sent to NSDL or UTI, including: a copy of the new Certificate of Incorporation (INC-25), the existing PAN card, and a covering letter from the company. The PAN number remains the same; only the associated name is updated in the system. The updated PAN card is typically issued within 15 working days.
Advantages of Changing Your Company Name
A name change, when done for the right reasons, delivers real strategic and operational benefits:
Strategic Alignment: It accurately reflects a new business direction, when the company has moved into a new sector or significantly changed its product and service mix, the name should follow.
Legal Protection: It resolves trademark or brand conflicts before they become legal disputes. Proactive action here is far less costly than litigation.
Brand Consistency: It supports a rebranding campaign with a clean, consistent identity across all materials, registrations, and customer communications.
Coordination and Connection: it creates a unified identity for the combined entity rather than carrying forward a name that may not represent the new organisation.
Market Expansion: A consumer-friendly name can remove language or pronunciation barriers for companies expanding internationally.
Conclusion
Most companies underestimate the full scope of what comes after a name change, updating GST registration through REG-14, PAN through NSDL/UTI, bank accounts, legal registers, and all external materials. Missing any of these can lead to compliance issues that can take weeks to resolve.
JustStart handles the entire process from start to finish, from checking your ROC compliance status before filing, to preparing and filing MGT-14 and INC-24, and guiding you through every update after the change. Join JustStart and change your company name without the hassle of any procedures.
