Company Name Change

Overview

A company can change its name under Section 13 of the Companies Act, 2013. The company remains the same legal entity, so its contracts, liabilities, bank accounts and licences continue. The new name takes effect only when the Registrar of Companies (ROC) issues a fresh Certificate of Incorporation.

Who needs it

• A business rebranding or changing the scope of its activity.
• A company after a merger, acquisition or group restructuring.
• A company facing a trademark conflict with an existing name or brand.
• A company directed by the Central Government to change a name that is too similar to another.
• A private, public, OPC or Section 8 company; Section 8 companies and listed companies have extra approvals.

What Zenith does

We listen first to the reason and the brand plan, check the proposed name against naming rules and brand conflicts, then share an assignment-specific checklist. Your relationship manager prepares the RUN name application, the board and EGM papers, the altered MOA and AOA, the MGT-14 and INC-24 e-forms and files them through appropriately authorised professionals. After the new certificate arrives, we hand over a checklist to update PAN, GST, bank, licences and trademarks. Timelines depend on completeness, complexity and authority processing.

Eligibility and key rules

• The new name must follow the naming rules under the Companies (Incorporation) Rules and not be identical or too similar to an existing company or registered trademark.
• A special resolution (75% of members voting) approves the change and the matching alterations to the name clause of the MOA and the AOA.
• The name approved on the RUN application is reserved only for a limited period (one source read says 20 days, another 60), so the name-change filings must follow quickly and Zenith confirms the current window.
• Pending annual returns or other defaults can block a name change until they are cleared.
• Changing only the word Private or Limited does not need Central Government approval, but the process still needs a resolution and filing.
• The word "Private" or "Limited" suffix must continue to match the type of company.

Documents required

• Board resolution approving the name and authorising the filing.
• Special resolution passed at the EGM, with notice, explanatory statement and minutes.
• Altered MOA and AOA showing the new name.
• Certificate of incorporation and PAN of the company.
• DSC and DIN of the signing directors.
• Identity and address proof of directors.

Process and timeline

1. Board meeting to approve the proposed name and authorise filing.
2. File RUN on the MCA portal and obtain name approval.
3. Hold the EGM and pass the special resolution.
4. Alter the MOA (name clause) and AOA.
5. File MGT-14 within 30 days of the special resolution.
6. File INC-24 with the altered documents and fee.
7. The ROC reviews and issues a fresh Certificate of Incorporation.
8. Update PAN, TAN, GST, bank, licences, EPFO, ESIC, trademarks, contracts, letterheads and website.

Timelines depend on completeness, complexity and authority processing, so Zenith gives a plan after scoping rather than a fixed date.

Government fees, penalties and due dates

• RUN name reservation: ₹1,000 in the public source read.
• MGT-14 is due within 30 days of the special resolution; INC-24 fee depends on authorised capital.
• Delay in MGT-14 or INC-24 attracts additional government fees.
• Using a name that the Central Government has directed to be dropped can attract a daily penalty on the company and its officers.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Printing new stationery before the fresh certificate arrives.
• Picking a name close to an existing trademark.
• Altering the MOA but forgetting the AOA, or the reverse.
• Letting the RUN reservation lapse before INC-24 is filed.
• Forgetting to update GST, bank and licences after the change.

FAQs