Company Name Change: Procedure, Documents, Fees and Timeline
Company Name Change: Procedure, Documents, Fees, and Timeline
A company is primarily identified by its name, which is the first detail recorded in its Memorandum of Association (MOA) and Articles of Association (AOA). However, a company may change its name at any time when required, subject to compliance with the prescribed legal procedure. A change in the company’s name can be carried out online by filing the relevant statutory forms.
It is important to note that a change in name does not result in the dissolution of the company. The company’s operations continue without interruption, and such a change does not:
Affect any legal proceedings initiated by or against the company
Impact the rights or liabilities of the company
Discontinue existing suits, which will continue in the company’s former name
Thus, a company name change only alters its identity and branding, without affecting its legal existence.
Key Reasons for Company Name Change
A company may decide to change its name for several reasons, including the following:
Change in Business Activity:
When a company diversifies or shifts its business focus to new products or services, it may adopt a new name that better reflects its revised business objectives.Mergers or Takeovers:
In cases of mergers, amalgamations, or acquisitions, changes in ownership may prompt the new management to rename the company to align with the new corporate identity.Voluntary Name Change:
A company may voluntarily choose to change its name for branding, repositioning, or strategic reasons, provided the prescribed legal procedure is followed.Trademark Issues:
If the company’s existing name conflicts with a registered trademark owned by another party, a name change may be required to avoid legal disputes or infringement claims.Legal or Regulatory Requirement:
In certain situations, a company may be mandated by law or regulatory authorities to change its name to ensure compliance and avoid penalties or legal consequences.
Documents Required for Company Name Change
The process of changing a company’s name involves submitting certain mandatory documents, including:
Certificate of Incorporation of the company
Amended Memorandum of Association (MOA) and Articles of Association (AOA)
List of shareholders and directors
Digital Signature Certificate (DSC) of the authorised director
Proposed new company name(s) in order of preference
Procedure for Change of Name of Company
A company can change its name by following the procedure prescribed under the Companies Act, 2013. The step-by-step process for changing the name of a company is outlined below:
Step 1: Convene a Board Meeting
The company must first convene a meeting of its Board of Directors to:
(a) Pass a board resolution approving the proposal to change the company’s name;
(b) Approve the convening of a general meeting of shareholders;
(c) Decide the date, time, and venue of the shareholders’ meeting; and
(d) Authorise one or more directors to complete the necessary filings and oversee the entire name change process.
Step 2: File Form RUN (Reserve Unique Name)
The company must check the availability of the proposed name by filing Form RUN (Reserve Unique Name) with the Registrar of Companies (ROC). This step is undertaken to ensure that the proposed name is available and not identical or similar to any existing company or trademark. Approval at this stage is limited to name reservation only and does not constitute approval for the name change itself.
Step 3: Obtain Shareholders’ Approval
After receiving name approval from the ROC, the company must obtain shareholders’ consent by passing a special resolution at a duly convened general meeting approving the change of the company’s name.
Step 4: Filing with the Registrar of Companies (ROC)
The company is required to file the following forms with the ROC:
(a) Form MGT-14 (within 30 days of passing the special resolution), along with:
Certified copy of the special resolution
Notice of the extraordinary general meeting (EGM)
Amended Memorandum of Association (MOA) and Articles of Association (AOA)
Explanatory statement annexed to the EGM notice
(b) Form INC-24, containing the details of the approved new name and other prescribed information.
Step 5: Issue of Fresh Certificate of Incorporation
After examining the application and documents, the Registrar of Companies, if satisfied, issues a fresh Certificate of Incorporation reflecting the new name of the company.
Step 6: Post-Approval Compliances
Following approval, the company must update its new name in all statutory and official records, including the MOA, AOA, letterheads, website, name boards, bank records, and other business communications. Thereafter, the company must conduct all its activities exclusively under the new name.
Fees for Company Name Change
The ROC fee structure for changing the name of a company is detailed below:
Fees for Form RUN
Form RUN (Reserve Unique Name): ₹1,000
Fees for Form MGT-14 (Based on Authorised Share Capital)
| S. No. | Authorised Capital | Fee Amount |
|---|---|---|
| 1 | Less than ₹1,00,000 | ₹200 |
| 2 | ₹1,00,000 to ₹4,99,999 | ₹300 |
| 3 | ₹5,00,000 to ₹24,99,999 | ₹400 |
| 4 | ₹25,00,000 to ₹99,99,999 | ₹500 |
| 5 | ₹1,00,00,000 or more | ₹600 |
Fees for Form INC-24 (Based on Authorised Share Capital)
| S. No. | Authorised Capital | Fee Amount |
|---|---|---|
| 1 | Up to ₹25,00,000 | ₹2,000 (₹1,000 for OPC) |
| 2 | Above ₹25,00,000 up to ₹50,00,000 | ₹5,000 (₹2,500 for OPC) |
| 3 | Above ₹50,00,000 up to ₹5 Crores | ₹10,000 |
| 4 | Above ₹5 Crores up to ₹10 Crores | ₹15,000 |
| 5 | Above ₹10 Crores | ₹20,000 |
BizCatalyst Professional Fees
Professional Fees for Company Name Change: ₹7,499 + GST @18%
This fee structure covers statutory ROC charges and professional assistance to ensure a smooth and compliant company name change process.
Timeline for Company Name Change
The timeline for changing a company’s name depends on the complexity of the procedure and the speed of regulatory approvals. On average, the entire process takes approximately 15 to 20 working days, subject to timely approvals from the concerned authorities.
Changes to be made after company name approval
After completing the company name change process, the company must update its new name across all statutory records and operational documents. Key post-name-change compliances include:
Amendment of MOA and AOA:
Since the Memorandum of Association (MOA) and Articles of Association (AOA) are the charter documents of the company, they must be updated to reflect the new company name.Update of Company Documents:
The new name must replace the old name on all company documents, including letterheads, invoices, bills, business cards, email signatures, and official stationery.Modification of Licences and Permits:
Applications must be made to the relevant authorities to update the company’s name on all licences, registrations, and permits issued to the company.Revision of Contracts and Agreements:
All existing contracts, agreements, and arrangements entered into by the company should be amended to incorporate the new company name.Update of Bank Records:
The company must inform its bankers and ensure that the new name is updated in all bank accounts, records, and related documents.
