To change a company name you pass a special resolution under section 13(2) of the Companies Act, 2013 and get the new name approved, a power the Central Government has delegated to the Registrar. The name is reserved through RUN, the change is applied for in Form INC-24, and it takes effect only when the Registrar issues a fresh certificate of incorporation.
Section 13(2) of the Companies Act, 2013 requires a special resolution and approval of the change of name. The approval is a Central Government power that has been delegated to the Registrar. No approval is needed if the only change is adding or deleting the word "Private" on conversion. Under section 13(3) the Registrar enters the new name and issues a fresh certificate of incorporation, and the change takes effect only on that certificate.
Any company: Any company that wants a new name can apply, subject to the bar below.
MGT-14 fee by nominal share capital, from the Fees Rules. RUN and INC-24 fees depend on the company.
The applicant is always the company.
The Registrar does not commit to a fixed processing time, so we do not quote one.
Enter the day the special resolution was passed.
Section 117(2) also provides a penalty for not filing: the company is liable to ₹10,000 plus ₹100 for each day of default, up to ₹2,00,000, and each officer in default to ₹10,000 plus ₹100 per day, up to ₹50,000.
The name changes only on the certificate: Using the new name before the fresh certificate is issued is not valid (section 13(3)).
Each point follows from a condition in the Act or the rules.
Name check with two options: We check your proposed names before we apply.
A special resolution (section 13(2)).
No. A special resolution passes when the votes in favour are at least three times the votes against (section 114(2)).
The Central Government, whose power is delegated to the Registrar. You apply in Form INC-24 after reserving the name through RUN.
Yes. The Registrar enters the new name and issues a fresh certificate (Form INC-25), and the change takes effect only on that certificate.
Not until it cures the default. Rule 29 bars a change if annual returns or financial statements are unfiled, or matured deposits or debentures and interest are unpaid.
Within 30 days of passing the special resolution (section 117).
Section 12(3) requires former names used in the last two years to appear on the signboard and on business letters, bill heads and notices.
Not without the owner's consent. A name that includes a trademark registered in the same class is an undesirable name under Rule 8A unless the owner consents. Even after approval, the owner can ask the Central Government under section 16 to direct a change of name.
Yes. A listed company also follows the stock exchange rules (Regulation 45 of the SEBI listing regulations, with the exchange's approval first), and a company registered with RBI, SEBI or IRDAI may need that regulator's approval before Form INC-24. We review such cases and quote them.
No, only a change to the registered company name does. Trading under a different brand is not a filing.
Not when it is done on conversion between private and public status (section 13(2)). The conversion itself is an alteration of the Articles.
RUN costs ₹1,000. MGT-14 costs ₹200 to ₹600 depending on nominal capital. INC-24 costs ₹1,000 to ₹20,000 depending on authorised capital. Stamp duty on the altered MOA and AOA depends on the state. We confirm every amount before filing.