Changes in Name of Company
Changing the name of a company is a significant corporate decision that may be driven by rebranding, business expansion, change in business activities, or strategic positioning. The process for changing a company name involves compliance with the Companies Act, 2013, requiring board approvals, shareholder resolutions, name availability checks, and regulatory filings with the Ministry of Corporate Affairs (MCA). The new name must be unique, not similar to existing companies, and should not violate any trademark or intellectual property rights. Proper documentation and adherence to procedural requirements are essential to ensure a smooth name change process while maintaining legal compliance and protecting the company's brand identity.
Why Change Company Name?
- Rebranding: Complete rebranding to reflect new business vision and strategy
- Business Expansion: Expanding into new markets or diversifying business activities
- Mergers & Acquisitions: Name change following merger or acquisition
- Change in Ownership: New ownership wanting to establish new brand identity
- Legal Requirements: Compliance with regulatory or legal requirements
- Market Positioning: Repositioning in the market with a new brand image
- Brand Modernization: Modernizing outdated company name to current trends
- International Expansion: Changing name for better international appeal
- Conflict Resolution: Resolving trademark or intellectual property conflicts
- Strategic Reasons: Strategic decision to align name with business goals
Name Availability Guidelines
- Unique Name: Name must be unique and not identical or similar to existing companies
- No Trademark Violation: Must not infringe on existing trademarks or intellectual property
- Descriptive Nature: Name should reflect the business activity or nature of company
- No Offensive Terms: Must not contain offensive, vulgar, or prohibited words
- Legal Compliance: Must comply with Emblems and Names (Prevention of Improper Use) Act, 1950
- Government Approval: Certain words require prior government approval (Bank, Insurance, etc.)
- Length Limit: Name should not be excessively long or complicated
- Language: Can be in English, Hindi, or any other Indian language with transliteration
- Suffix Requirement: Must end with "Limited" or "Private Limited" as applicable
- ROC Jurisdiction: Name must be available in the ROC jurisdiction where company is registered
Prohibited Words Requiring Government Approval
- Bank: Requires approval from Reserve Bank of India (RBI)
- Insurance: Requires approval from Insurance Regulatory and Development Authority (IRDAI)
- Trust: Requires approval from relevant government authority
- University: Requires approval from University Grants Commission (UGC)
- Municipal: Requires approval from concerned municipal authority
- Bureau: Requires approval from relevant government department
- Emporium: Requires approval from Ministry of Commerce
- Government: Requires approval from concerned government department
- Central/State: Requires approval from central or state government
- Foreign Words: Some foreign words may require government approval
Detailed Process: Company Name Change
| Step |
Action |
Timeline |
Responsible |
| 1 |
Convene board meeting to discuss name change |
Day 1 |
Board of Directors |
| 2 |
Pass board resolution for name change |
Day 1 |
Board of Directors |
| 3 |
Check name availability on MCA portal |
Day 2-3 |
Professional/Company |
| 4 |
Apply for name availability (Form INC-1) |
Day 3-5 |
Professional/Company |
| 5 |
Obtain name approval from ROC |
Day 5-10 |
Registrar of Companies |
| 6 |
Convene EGM for shareholder approval |
Day 15-20 |
Company Management |
| 7 |
Pass special resolution for name change |
Day 20 |
Shareholders |
| 8 |
File Form INC-24 with MCA |
Day 25-30 |
Professional/Company |
| 9 |
File Form MGT-14 (special resolution) |
Day 30-35 |
Professional/Company |
| 10 |
Obtain fresh Certificate of Incorporation |
Day 35-45 |
Registrar of Companies |
Documents Required for Company Name Change
- Certificate of Incorporation (COI) of the company
- Current MOA and AOA (certified true copy)
- Board resolution for name change
- Notice of board meeting
- Special resolution passed by shareholders
- Notice of general meeting (EGM)
- Proof of name availability (INC-1 approval)
- Consent of shareholders (if required)
- No objection from secured creditors (if required)
- Form INC-24 (for name change application)
- Form MGT-14 (for filing special resolution)
- Altered MOA and AOA (draft copy)
- Company PAN card and address proof
- DIN numbers of all directors
- CIN of the company
- Trademark search report (optional but recommended)
- Government approval (if using regulated words)
Forms Required for Name Change
| Form |
Purpose |
Filing Timeline |
Attachments |
| INC-1 |
Name availability application |
Before EGM |
Proposed names, justification |
| INC-24 |
Application for name change |
Within 30 days of special resolution |
Special resolution, altered MOA/AOA, NOC |
| MGT-14 |
Filing of special resolution |
Within 30 days of special resolution |
Special resolution copy, attested copy |
| DIR-12 |
Change in director details (if applicable) |
Within 30 days of board resolution |
Board resolution, consent forms |
Key Compliance Deadlines
- Form INC-24: Must be filed within 30 days of passing special resolution
- Form MGT-14: Must be filed within 30 days of passing special resolution
- Board Meeting: Board resolution must be passed before name availability check
- EGM Notice: Minimum 21 days notice required for EGM (shorter notice possible with consent)
- Shareholder Approval: Special resolution requires 75% majority of voting members
- Name Validity: Name approval from ROC is valid for 60 days
- MOA Amendment: Name change requires amendment of MOA name clause
- Certificate Update: Fresh Certificate of Incorporation issued after approval
Important Points to Note
- Name Availability: Must check name availability before proceeding with name change
- Trademark Check: Recommended to conduct trademark search to avoid conflicts
- Special Resolution: Name change requires special resolution (75% majority)
- MOA Amendment: Name change requires amendment of MOA name clause
- Timeline: Complete process typically takes 30-45 days
- Filing Fees: Government filing fees apply based on authorized share capital
- Professional Fees: Professional fees for documentation, filing, and compliance support
- Statutory Registers: Must update statutory registers after name change
- Penalties: Non-compliance attracts heavy penalties under Companies Act
- Brand Impact: Consider brand impact and customer communication strategy
- Legal Validity: Name change is effective only after ROC approval and fresh COI
- Multiple Names: Can apply for up to 2 names in name availability application
Comparison: Name Change vs New Company Incorporation
| Aspect |
Name Change |
New Incorporation |
| Legal Identity |
Same legal entity, only name changes |
New legal entity created |
| CIN |
CIN remains the same |
New CIN issued |
| Contracts |
Existing contracts remain valid |
New contracts required |
| Assets & Liabilities |
Assets and liabilities remain with company |
Need to transfer assets/liabilities |
| Tax Registrations |
GST, PAN remain same (name updated) |
New GST, PAN required |
| Timeline |
30-45 days |
7-15 days |
| Cost |
Moderate (filing fees + professional fees) |
Lower (incorporation fees) |
Post-Name Change Compliance Requirements
| Compliance |
Action Required |
Timeline |
| MOA & AOA Update |
Update name in MOA and AOA |
Immediately after approval |
| Statutory Registers |
Update name in all statutory registers |
Within 7 days of approval |
| GST Registration |
Update name in GST registration |
Within 30 days of approval |
| PAN Update |
Update name in PAN card |
Within 30 days of approval |
| Bank Records |
Update name in all bank accounts |
Within 30 days of approval |
| Trademark |
Update name in trademark registrations |
Within 30 days of approval |
| Licenses |
Update name in all business licenses |
Within 30 days of approval |
| Website & Stationery |
Update name on website and stationery |
Within 30 days of approval |
| Customer Communication |
Inform all customers and vendors |
Within 30 days of approval |
Penalties for Non-Compliance
- Company Penalty: Fine ranging from ₹25,000 to ₹5 lakh for non-compliance
- Director Penalty: Fine ranging from ₹50,000 to ₹5 lakh for individual directors
- Additional Fees: Additional government fees for delayed filing of forms
- Invalid Name: Name change not approved by ROC is legally invalid
- Legal Action: Prosecution under Companies Act for willful default
- Disqualification: Directors may face disqualification for non-compliance
- Banking Issues: Difficulties in obtaining loans and credit facilities
- Reputation Damage: Loss of credibility with stakeholders and authorities
- Contract Issues: Contracts using invalid name may be challenged
- Tax Issues: Problems with GST and income tax compliance
Benefits of Professional Company Name Change
- Expert Guidance: Professional assistance throughout the name change process
- Name Availability: Expert help in checking name availability and suggesting alternatives
- Compliance Assurance: Ensures compliance with all Companies Act requirements
- Timely Filing: Timely filing of all necessary forms with MCA
- Documentation: Proper preparation and maintenance of all documents
- Board Support: Assistance in conducting board meetings and drafting resolutions
- Shareholder Communication: Help in communicating changes to shareholders
- Regulatory Liaison: Liaison with ROC and other regulatory authorities
- Compliance Update: Assistance in updating GST, bank, and other registrations
- Risk Mitigation: Avoids penalties and legal complications
- Peace of Mind: Allows management to focus on core business operations
Ready to Change Your Company Name?
Contact us today for hassle-free company name change services at competitive prices!
