To change in name clause of company

To Change in Name Clause of Company

Changing your company's name clause — Clause I of the Memorandum of Association (MoA) — requires approval under Sections 13 and 4 of the Companies Act, 2013. The procedure runs in five mandatory stages: reserve the proposed name on MCA V3 using the RUN (Reserve Unique Name) service, pass a Board resolution calling an Extraordinary General Meeting, pass a Special Resolution at the EGM, file Form INC-24 for Central Government or RoC approval, and collect a fresh Certificate of Incorporation. Only the fresh COI makes the name change legally effective — not the Special Resolution date.

Why the Name Clause Is Not Just a Label

Clause I of your MoA is not decorative. It is the constitutional declaration of your company's identity. Any alteration to it — complete rename, minor spelling correction, removal of the word "Private" on conversion — triggers the full procedure under Section 13 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.

Section 13(2) mandates a Special Resolution from the shareholders. Section 13(1) requires approval from the Central Government, a power routinely delegated to the Registrar of Companies (RoC) for straightforward name changes and to the Regional Director for more complex situations. Section 4(2) imposes the naming rules that your proposed new name must satisfy — no resemblance to existing companies, no prohibited words, no trademark conflicts.

The practical consequence: a Board resolution alone cannot change your company's name. A simple majority vote at an AGM cannot change it either. Every shortcut circulating online is legally void.

Reasons Companies Trigger a Name Clause Change

Understanding your reason for renaming matters because the RoC scrutinises whether the proposed name aligns with your principal objects and your reason for change. Common triggers include:

• Rebranding after a strategic pivot — a manufacturing company moving into technology services, for example, where the old name becomes misleading.
• Post-merger or acquisition identity reset — new promoters want the name to reflect the acquiring group or a new brand architecture.
• Conversion of status — a Private Limited converting to Public Limited must remove the word "Private" from its name; this is a mandatory name-clause change under Section 14 read with Section 13.
• Central Government direction under Section 16 — when the RoC finds your existing name identical or deceptively similar to an existing registered company or trademark, it can direct a change within three months. Missing this deadline attracts a penalty of Rs. 1,000 per day.
• Correcting a COI error — rare, but when the original Certificate of Incorporation carries a typographical error in the name, a formal name-change procedure is required to correct it.
• Simultaneous change of objects — when the objects clause is being amended, the name may be aligned to the new business activity in the same cycle.

Step 1: Reserve the Name on MCA V3 Using RUN

Before you call a single Board meeting, confirm the proposed name is available. Use the RUN (Reserve Unique Name) service at v3.mca.gov.in.

How to file RUN — step by step

1. Log in to MCA V3 with your company's registered user credentials.
2. Navigate to MCA Services → Company Services → RUN.
3. Enter the company's existing CIN and the proposed new name. You may submit up to two names in order of preference.
4. In the Comments field, briefly explain the rationale — why the name is chosen, how it connects to your business objects. This is not mandatory, but a well-drafted explanation materially reduces rejection risk.
5. Pay the reservation fee of Rs. 1,000 (non-refundable) via net banking, UPI, or debit/credit card on the MCA portal.
6. Note the SRN (Service Request Number) for tracking.

What MCA checks

The RoC officer checks your proposed name against:

• All existing company names on the MCA master data
• All existing LLP names
• Registered trademarks on the IP India portal (ipindiaonline.gov.in), particularly those under Class 35 and 45
• Prohibited and restricted words under the Companies (Incorporation) Rules, 2014 and the Emblems and Names (Prevention of Improper Use) Act, 1950

If approved: the name is reserved for 60 days from the date of approval. Your EGM and INC-24 filing must be completed within this window. If you miss the 60-day window, you refile RUN and pay Rs. 1,000 again.

If rejected: the RoC provides a reason. Address it specifically and re-file. Two defective applications waste 10–15 days and Rs. 2,000 in fees.

Do your own trademark search before filing RUN

The MCA's check is not a substitute for a manual IP India search. Spend 20 minutes on the IP India trademark search before you commit to a name. If you find a live, registered trademark similar to your proposed name, either choose a different name or obtain a written No-Objection Certificate (NOC) from the trademark holder and attach it to the RUN comments. A well-prepared RUN with a trademark NOC clears at first attempt in the overwhelming majority of cases.

Step 2: Board Meeting — The Internal Trigger

Once RUN approval is in hand, convene a Board of Directors Meeting. The Board resolution must specifically:

1. Note the RUN approval and the reserved name.
2. Approve the proposed change in Clause I of the MoA (and any consequential change to the AoA if the name appears in the definitions or interpretation clause there).
3. Authorise calling of an Extraordinary General Meeting (EGM) to obtain the required Special Resolution.
4. Authorise a specific director, Company Secretary (CS), or other officer — by name and designation — to sign and file Form MGT-14 and Form INC-24 with the RoC.
5. Fix the date, time, and venue (or VC link, where applicable) for the EGM.

The notice of EGM, including the Explanatory Statement under Section 102, must be dispatched to all members, directors, and auditors at least 21 clear days before the EGM date. "Clear days" excludes the day of dispatch and the day of the meeting itself. Dispatch on 1 June means the earliest permissible EGM date is 23 June — counting 21 full clear days between.

An EGM notice sent one day short of 21 clear days invalidates the Special Resolution, which invalidates the entire INC-24 application downstream.

Step 3: Special Resolution at EGM and Form MGT-14

Passing the Special Resolution

At the EGM, the name change resolution must be passed as a Special Resolution — a minimum of three-fourths (75%) of the votes cast must be in favour, as mandated by Section 13(2). A simple majority is insufficient.

If you prefer not to hold a physical EGM, Postal Ballot under Section 110 and the Companies (Management and Administration) Rules, 2014 is an alternative for Special Resolutions. The 21-day notice requirement still applies.

The resolution text must be specific: > "Resolved as a Special Resolution that, subject to the approval of the Central Government / Registrar of Companies, as applicable, the name of the company be and is hereby changed from [Current Name] to [Proposed New Name], and that Clause I of the Memorandum of Association be altered accordingly."

A vague or generic resolution text is a ground for RoC queries on INC-24.

Filing Form MGT-14

A certified true copy of the Special Resolution, the Explanatory Statement, and the EGM notice must be filed with the RoC in Form MGT-14 within 30 days of passing the resolution.

Filing fee for MGT-14 is linked to the company's authorised share capital:

(Verify the current fee slab on MCA V3 at the time of filing, as the Companies (Registration of Offices and Fees) Rules, 2014 are amended periodically.)

Late filing penalty: Under Section 403, filing MGT-14 after the 30-day window attracts additional fees of Rs. 100 per day for every day of delay. A company that files MGT-14 on Day 65 (35 days late) pays Rs. 100 × 35 = Rs. 3,500 in additional fees, on top of the standard statutory fee. Courts have consistently held that these additional fees are not waivable.

Step 4: Form INC-24 — The Central Government Application

Form INC-24 is the formal application to the Central Government — typically exercised by the RoC on delegation — for approval of the name change. It is the single most document-heavy step.

Documents to attach with INC-24

1. Certified true copy of the Board resolution authorising the name change and the EGM
2. Certified true copy of the Special Resolution passed at the EGM
3. Certified copy of the EGM Notice and Explanatory Statement
4. Certified copy of the EGM minutes, signed by the Chairman
5. RUN approval letter from MCA V3
6. Draft altered Memorandum of Association — Clause I updated to reflect the new name
7. Altered Articles of Association (if the name appears in the definitions clause of the AoA)
8. Proof of payment of the prescribed INC-24 filing fee

The fee for INC-24 is prescribed under the Companies (Registration of Offices and Fees) Rules, 2014, linked to authorised share capital — verify the current amounts on MCA V3 before filing.

Processing timeline

In routine delegated-power cases, INC-24 is typically processed in 10–20 working days. Cases where the Regional Director's approval is required take longer — allow 30–45 working days. You may receive a query letter from the RoC seeking additional documents or clarification. Respond within the timeframe stated in the query (usually 15 days). Failure to respond causes the application to lapse, requiring a fresh filing.

Step 5: Fresh Certificate of Incorporation — The Legal Cut-Over

When INC-24 is approved, the RoC issues a fresh Certificate of Incorporation bearing the new name. This is the moment the change is legally effective.

Critical point: do not use the new name on invoices, letterheads, bank communications, or website headers before this certificate is in hand. Using the name prematurely creates a document mismatch that can surface in audits, GST return reconciliations, and KYC processes.

The fresh COI carries:

• The new company name
• The same CIN (Corporate Identity Number) — this does not change with a name change
• The effective date of the change

The original COI is not cancelled but is superseded for name purposes. Keep both on file.

Post-Change Compliance: The Administrative Cascade

Receiving the fresh COI is the start of a multi-agency update process. Assign each item an owner and a deadline.

PAN and TAN — update within 15 working days

Apply for a name correction on your existing PAN (the PAN number itself does not change) through the NSDL e-TIN portal (onlineservices.nsdl.com) or the UTIITSL portal by submitting Form 49A (for reprinting) with the fresh COI as proof. Similarly, update TAN records. While there is no strict statutory deadline under the Income-tax Act for this update, delays create mismatches in your AIS/TIS (Annual Information Statement / Taxpayer Information Summary) and TDS filings — clear this within 15 working days.

GST — Form REG-14 within 15 days

File an amendment in Form GST REG-14 on the GST portal (gst.gov.in) within 15 days of the name change. Select "Legal Name" under Core Field amendments. Upload the fresh COI as supporting document. The GST officer processes core field amendments within 15 working days. Until approved, your GSTIN will display the old name — your B2B buyers' GSTR-2B may flag the mismatch if you issue e-invoices during this window.

Bank accounts and lenders

Submit the fresh COI to each of your bankers along with a Board resolution specifically noting the name change. Most banks require KYC re-verification. Inform term loan lenders and working capital banks formally — most loan covenants have a material change notification clause.

Statutory registers and MCA master data

MCA V3 will update the company master data automatically once INC-24 is processed. Verify this update on the MCA portal. Update all internal statutory registers (Register of Members, Register of Directors) to reflect the company's new name in their headers.

Dual-name disclosure — two-year statutory requirement

Section 12(3) of the Companies Act, 2013, read with Rule 26 of the Companies (Incorporation) Rules, 2014, requires every company to mention both its new name and its former name on all letterheads, invoices, and official publications for a period of at least two years from the date of the name change. The format is: "[New Name] (formerly known as [Old Name])". This is not optional goodwill — it is a compliance requirement. Skipping it is a technical violation that can be raised during an inspection or under Section 12(8).

Licences and registrations

Every licence and registration bearing the company name — FSSAI, Import Export Code (IEC at DGFT), MSME Udyam certificate, SEBI registration, RBI approval (for NBFCs), state-level shop and establishment registration — has its own amendment process and timeline. Prepare a checklist specific to your industry before the fresh COI arrives.

Restricted and Sensitive Words: A Pre-Filing Checklist

Certain words in a proposed company name require prior approval from regulatory bodies before you file RUN — submitting RUN without this prior approval leads to rejection:

Also reject names that are purely geographical ("Mumbai Commodities"), purely laudatory ("Best Solutions", "Number One Services"), or entirely generic. The RoC rejects these for lack of distinctiveness. A coined or foreign-language word is acceptable but must be accompanied by an etymology note and a transliteration when filing RUN.

Worked Example: Cost and Timeline for a Mid-Size Private Limited Company

Scenario: Zenith Electronics Private Limited (authorised share capital Rs. 50,00,000) wishes to rename itself Zenith Digital Solutions Private Limited after pivoting to software development services.

Step-by-step breakdown:

Total statutory fees (government): approximately Rs. 2,000 for a company at this authorised share capital level.

Cost of getting it wrong:

• MGT-14 filed on Day 80 (50 days late): Additional fee = Rs. 100 × 50 = Rs. 5,000 over the standard Rs. 500.
• RUN lapses because EGM was delayed past the 60-day window: Refile RUN for Rs. 1,000 and restart the notice clock — net additional delay of 3–4 weeks.
• INC-24 rejected for a missing or unauthenticated attachment: Rectify and re-file; add 15–20 working days.

The professional fees for a qualified CA/CS managing this end-to-end are separate from these statutory costs.

Common Mistakes That Delay or Kill a Name Change Application

1. Skipping the IP India trademark search before RUN. Trademark similarity is the single largest reason for RUN rejection. A rejected RUN wastes at least 7–10 days and Rs. 1,000. Run the search before you invest in the rest of the process.

2. EGM notice sent with fewer than 21 clear days. This is the most common procedural error. A notice dispatched on 1 June cannot support an EGM before 23 June. Getting this wrong invalidates the Special Resolution downstream.

3. Draft altered MoA not attached to INC-24. Many filers attach only the resolutions and forget the required draft of Clause I as amended. The RoC will issue a query — adding 10–15 days.

4. Board resolution not specifying who signs INC-24. Form INC-24 requires the digital signature of an authorised director. If the Board resolution is vague about the authorised signatory, the RoC will raise a query.

5. Using the new name before the fresh COI is issued. This appears on websites, GST invoices, and even bank correspondence before the COI arrives. It creates document mismatches and technically constitutes misrepresentation.

6. Missing the GST REG-14 15-day window. The GST portal's 15-day clock starts from the event date — the date of the fresh COI. Missing it means your invoices carry the new name while your GSTIN displays the old one.

7. Ignoring the two-year dual-name disclosure requirement. Section 12(3) requires the "formerly known as" legend for two years. It is routinely overlooked and routinely cited in inspections.

8. Proposing a name misaligned with the objects clause. If you rename to "Zenith Digital Solutions" but your MoA objects mention only electronics manufacturing, the RoC may query alignment. Amend the objects clause simultaneously or confirm the digital business is covered under "other objects" language already in the MoA.

Key Takeaways

• The fresh Certificate of Incorporation is the legally effective date of the name change — not the EGM date, not the INC-24 approval date. Do not use the new name before the COI is in hand.
• Five mandatory stages, no shortcuts: RUN on MCA V3 → Board Meeting + EGM Notice (21 clear days) → Special Resolution (75% threshold) + MGT-14 within 30 days → INC-24 with full document set → Fresh COI.
• Always search IP India before filing RUN — trademark similarity is the leading cause of RUN rejection and is entirely avoidable with a 20-minute free search.
• Late MGT-14 costs Rs. 100 per day under Section 403. A 50-day delay on a standard filing costs Rs. 5,000 in additional fees alone — avoidable with diary management.
• Post-COI compliance is a multi-agency sprint: GST REG-14 within 15 days, PAN/TAN update, bank KYC, and all professional licences each have separate processes and timelines — begin the checklist the day the COI arrives.
• Sensitive words — Bank, NBFC, National, Insurance, Mutual Fund — require prior regulatory approval before RUN. Identify these early; approaching RBI or SEBI adds weeks to the timeline.
• Two years of dual-name disclosure ("formerly known as") on all stationery and publications is a statutory obligation under Section 12(3), not optional goodwill — build it into your template updates immediately after name change.