There are moments when a company
feels its name no longer matches what it has become. Sometimes the business
grows. Sometimes the direction changes. Sometimes the founders simply want a
name that reflects the present.
The law allows a company to change
its name. But it cannot be done casually. A proper process has to be followed.
Step 1 Decide the New Name
The process begins with choosing the
new name. The name should not be too similar to an existing company and should
not copy a registered trademark.
Once the options are ready, the
company applies for name approval through the RUN service on the MCA portal.
Step 2 Board Approval
Before applying in RUN, the Board
must approve the proposal. A Board Meeting is held where
- The proposed name is approved
- A director is authorised to apply in
RUN
- Approval is given to change the Name
Clause
- Date for shareholder meeting is
fixed
Step 3 Apply in RUN
After the Board Meeting, the RUN
application is filed. It is advisable to attach
·
Board Resolution
- Director Declaration confirming that
the proposed name follows legal rules
- If approved, the name is reserved for 20 days.
Step 4 Shareholders Approval
Since the company name appears in the MOA, shareholder approval is necessary. An Extraordinary General Meeting is held. A Special Resolution is passed for Change of company name, Alteration of Name Clause
Step 5 Filing MGT 14
After passing the Special
Resolution, the company informs ROC by filing MGT 14 within 30 days. Documents
usually attached are
- Special Resolution
- Notice of EGM
- Altered MOA
Step 6 Filing INC 24
The next step is filing INC 24 for
final approval. Documents usually attached are
- Special Resolution
- Altered MOA
- EGM Minutes
- Name Approval Letter
- Director Affidavit on behalf of the
Board
This confirms that
The company has followed proper
process. The change is genuine
There is no intention to mislead anyone In practice, this affidavit helps avoid
delays.
Step 7 New Certificates
Once approved, ROC issues a fresh Certificate of Incorporation. Only the name changes. CIN remains the same. Date of incorporation remains the same. The company continues as the same legal entity.
Step 8 Update All Records
After receiving the certificate, the
company must update its name in
- PAN
- GST
- Bank accounts
- Invoices
- Letterheads
- Website
This ensures consistency in future dealings.
Frequently Asked Questions
1
Is changing the company name equal to creating a new company?
No. The company remains the same
legal entity. Only the name changes.
2
Does CIN change after name change?
No. CIN remains the same.
3
Is shareholder approval required?
Yes. A Special Resolution must be
passed in EGM.
4
Is RUN approval mandatory?
Yes. The new name must first be
approved through RUN before proceeding further.
5
What happens if Director Declaration is not attached in RUN?
The application may be sent for
resubmission by ROC.
6
Is Director Affidavit compulsory in INC 24?
It is not always mandatory but is
advisable. In practice, it helps avoid delays and queries.
7
How long does the process usually take?
If documents are proper, the process
generally takes around 15 to 30 days.
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