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Preface: This post was originally published in 2022 and has been updated on February 17, 2025, to provide you with the most current and accurate information.
A company name is a unique identifier given to a business that allows clients to recognize and distinguish it from other companies in the market. When registering a company, a business owner may choose a name they like, but over time, they might want to change it due to personal preference, change in business objectives, change of ownership, numerological reasons, or other factors.
Whatever the reason, changing a company name is pretty common. If you want to find out how to change a company name, this blog post will serve as a guide for you!
The company change of name procedure includes the following steps:
In order to process the change of the name of the company, a board meeting for approval of the change in name shall be called. The agenda of the board meeting will be to approve the change in company name, to apply for name availability to the Registrar and then to call an Extraordinary General Meeting (EGM) to get the shareholders approval for change in name.
In order to conduct a board meeting, a proper notice must be given to directors at least 7 days prior to the meeting. At the board meetings, two resolutions must be passed, one for authorizing the Board of Directors of the Company to make an application to the Registrar of Companies for the reservation of the new name. Secondly, the Board has to pass a No Objection Certificate (NOC) for approving the newly proposed company name.
As soon as a board resolution is passed, an authorized director can make a name availability application to the jurisdictional ROC in form INC-1. Form INC-1 shall be accompanied by the board resolution at the meeting.
After receiving the application, if the Registrar of Companies finds the newly proposed name eligible and in compliance with the law then it may reserve the available name for a period of sixty days from the date of the application.
To further process the change in the name, the Board has to call for an extraordinary general meeting of the company. The notice regarding this meeting must be sent not less than twenty-one days prior to the date of the meeting.
The notice must be given in writing or through electronic mode to every member of the company, the auditor or auditors of the company and every director of the company at their registered address by hand delivery, post or electronic means. An explanatory statement specifying the business to be transacted at the meeting has to be annexed to the notice.
The form MGT-14 containing the details of the special resolution passed at the EGM along with the special resolution shall be filed with the Registrar within 30 days of passing the resolution.
After filing the special resolution in MGT-14, the company needs to file an application for change of name of the company with the Central Government in Form INC-24 along with the requisite fee.
When the Registrar of Companies gets satisfied with the company's name change application, it shall issue a new certificate of incorporation.
It is important to note that the company name change is said to be complete and effective on issuance of a new incorporation certificate by the Registrar of Companies.
Once the Registrar of Companies issues a new certificate of incorporation with the new company name, the company must update its name in various documents and records to ensure legal compliance. These documents and records include the following:
Memorandum of Association.
Articles of Association.
Business Bank Account Name.
Common and official seals.
Promissory notes.
Bills of exchange.
Tax authorities, EPF, and ESI department.
Website and Social Media Accounts.
PAN and TAN.
Business cards and letterheads.
Statutory registers.
Employment/business contracts.
Business licenses and permits.
Other relevant documents and records.
Changing a company’s name is a legal process that requires careful adherence to the regulatory requirements. It involves conducting a board meeting, approval from board of directors, securing name availability from ROC, passing a special resolution in EGM and filing necessary forms. Once the company name change is approved, the ROC issues the company a new certificate of incorporation. After this, the company must update its name in various legal documents and records, including memorandum of association, tax records, and contracts. To know more about the company name change process, you may connect with our company incorporation consultants at Registrationwala!
Q1. When can a company change its name?
A. A company can change its name by passing a special resolution and subsequent approval from the Registrar of Companies and the Central Government.
Q2. When is company name change not permitted?
A. The change of company name shall not be permitted if the company has not filed annual returns or financial statements required to be filed with the Registrar or that has failed to pay/repay the matured deposits/ debentures/interest as outlined in Rule 29 of the Companies (Incorporation) Rules, 2014.
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