Company Name Change Registration
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Procedure for Change of Name of a Company under the Companies Act, 2013
A company may, at any time, wish to change its name on account of a change in business activity, rebranding, group restructuring, addition or deletion of the word “Private,” conversion of the company, or resolution of a name-similarity/trademark objection. The name of a company is stated in its Memorandum of Association (MOA), and any change in name is governed by Section 13 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014. A change of name does not create a new legal entity – the company continues with the same Corporate Identification Number (CIN) (which itself is updated to reflect the new name), and all its assets, liabilities, contracts, and legal proceedings continue unaffected.
Name change may be voluntary (initiated by the company through a special resolution) or may be directed by the Central Government/Registrar of Companies (ROC) under Section 16, where an existing name is found identical to or too closely resembling an already registered company or a registered trademark.
A change of name requires approval of the shareholders by way of a Special Resolution passed in a General Meeting, in addition to Central Government (ROC) approval.
The proposed new name must first be reserved through the RUN (Reserve Unique Name) service or Part A of the SPICe+ form on the MCA portal, and must not be identical or too similar to an existing company/LLP name or a registered trademark.
The Certificate of Incorporation consequent to name change is issued by the ROC only after the special resolution is filed and the required forms are approved.
Only the name clause of the Memorandum of Association changes; the registered office, objects, share capital, CIN (except the name-representing part), PAN (in most cases), and other statutory registrations of the company remain unaffected.
A fresh Certificate of Incorporation is issued in the new name, and the company must intimate the name change to all statutory authorities (Income Tax, GST, bank, etc.) and update its records, stationery, and signage accordingly.
All existing contracts, agreements, licenses, and legal proceedings by or against the company continue to remain valid and enforceable in the new name; the change of name does not affect any rights or obligations of the company.
Where the ROC/Central Government suo-motu directs a company to change its name under Section 16 (due to resemblance with an existing name/trademark), the company must comply within the time specified, failing which the ROC may allot a new name itself.
Where the company also wishes to change its Memorandum's object clause, capital clause, or registered office along with the name, appropriate additional resolutions and forms must be passed/filed simultaneously or separately as applicable.
| S. No. | Document / Detail | Purpose |
|---|---|---|
| 1 | Proposed new name(s) of the company (up to 2 options) | For reservation through RUN service |
| 2 | Certificate of Incorporation (existing) | Proof of existing registration and CIN |
| 3 | Board Resolution approving the proposed name change | Authorisation for filing RUN application |
| 4 | Trademark registration certificate, if the new name is based on a registered trademark | Supporting document for name approval |
| 5 | NOC from trademark owner, if applicable | To avoid objection on name similarity |
| S. No. | Document / Detail | Purpose |
|---|---|---|
| 1 | Notice of General Meeting with Explanatory Statement | Filing of Form MGT-14 |
| 2 | Certified true copy of the Special Resolution | Filing of Form MGT-14 |
| 3 | Altered Memorandum of Association (MOA) and Articles of Association (AOA) | Filing of Form INC-24 |
| 4 | Minutes of the General Meeting approving the name change | Supporting record for MGT-14 |
| 5 | Name reservation approval letter/SRN from RUN or SPICe+ Part A | Reference number for filing INC-24 |
| 6 | Board Resolution authorising a director/professional to sign and file forms | Filing authorisation |
| S. No. | Document / Detail | Purpose |
|---|---|---|
| 1 | Fresh Certificate of Incorporation (issued by ROC) | Proof of the new company name |
| 2 | Updated PAN/TAN (if name mismatch requires correction) | Aligning tax records with the new name |
| 3 | New printed stationery, letterheads, common seal (if any) | Statutory requirement under Section 12 |
| 4 | Intimation letters to bank, GST department, and other regulators | Updating name across statutory registrations |
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