Change Company Name — Special Resolution, MGT-14 & INC-24
To change a company name, you reserve the new name on the MCA V3 portal, pass a special resolution, file MGT-14 within 30 days and then apply in Form INC-24 for the Registrar’s approval. The new name takes effect only when the ROC issues a fresh certificate of incorporation. We handle the name search, the filings and the PAN and GST updates.
What it is
A change of company name replaces the name clause in your memorandum of association (MoA), a clause required by Section 4(1)(a) of the Companies Act, 2013. The company stays the same. It keeps the same PAN and CIN; only the name on the register, the certificate of incorporation and your documents changes.
The law sits in Section 13(2). A name change needs a special resolution and the approval of the Central Government, a power that has been delegated to the Registrar of Companies (ROC). On the MCA V3 portal the route is: name reservation through RUN, the special resolution in Form MGT-14, the application in Form INC-24 under Rule 29 of the Companies (Incorporation) Rules, 2014, and a fresh certificate of incorporation in Form INC-25.
Who it applies to
You have outgrown the old name
Say a Faridabad company registered for forging work now earns most of its income from machining and assembly. The old name undersells it.
Customers keep confusing you
Buyers mix you up with another firm, or you are rebranding before a funding round.
You are converting to or from private
When a private company becomes public or the other way round, adding or dropping the word “Private” needs no separate Central Government approval under the proviso to Section 13(2).
Why it matters
The new name counts only from the new certificate
Section 13(3) says the change is complete and effective only when the ROC issues the fresh certificate. Until then, your old name is still your legal name.
Every record has to match
Your PAN, GST registration, bank accounts and contracts all carry the company’s name, and each needs the fresh certificate before it can be updated.
Old customers can still find you
For two years after the change, the former name must appear alongside the new one on your signboard and stationery, so suppliers and customers can still trace you.
Documents required
For the new name
- Two or three proposed names
- Central Government approval, if the name uses a word that needs it (Section 4(3))
- Confirmation that annual returns and financial statements are filed (Rule 29)
From the board and shareholders
- Board resolution approving the change and calling a general meeting
- Notice of the meeting with the explanatory statement under Section 102
- Certified copy of the special resolution
- Altered MoA and articles of association (AoA) with the new name
- Minutes of the general meeting
For filing and after approval
- Valid digital signature certificate (DSC) of a director
- RUN approval letter for the new name
- SRN of the filed MGT-14, which INC-24 asks for
How it works
Clear any pending filings first
Under Rule 29(1), as substituted by G.S.R. 743(E) of 27 July 2016, a company cannot change its name while annual returns or financial statements are pending, or while matured deposits, debentures or interest on them remain unpaid. Here is the catch: a company that skipped one year’s MGT-7 has to file it before the rename can move. So we check your annual ROC filings before anything else.
Reserve the new name through RUN
We search the MCA and trade mark records, then apply through RUN (Reserve Unique Name) on the MCA V3 portal, fee ₹1,000. The name must not be identical with or too nearly resemble an existing company’s name (Section 4(2)). An approved name is reserved for 60 days.
Pass the special resolution at an EGM
The board calls an extraordinary general meeting (EGM) on 21 clear days’ notice, or shorter notice if a majority in number of members holding at least 95% of the paid-up voting capital consent (Section 101). Shareholders then pass a special resolution changing the name clause of the MoA and the AoA.
File MGT-14, then INC-24
The special resolution goes to the ROC in Form MGT-14 within 30 days (Section 117). INC-24 follows, quoting the MGT-14 SRN, with the RUN approval, resolution, altered MoA and AoA attached.
Collect the fresh certificate (INC-25)
The ROC approves INC-24, enters the new name in the register and issues a fresh certificate of incorporation in Form INC-25.
Update PAN, GST, bank and stationery
We request the PAN data correction and amend your GST registration. You get a checklist for the bank, trade marks, licences and letterheads.
Timelines
60 days to use the reserved name
Under Section 4(5), a name approved for an existing company is reserved for 60 days from approval. Plan the EGM and filings inside that window.
30 days to file MGT-14
The special resolution must reach the ROC in Form MGT-14 within 30 days of the meeting. INC-24 cannot be filed until MGT-14 is on record.
Two years of showing the old name
The proviso to Section 12(3) requires the former name, along with the new one, on your office signboard, letters, bills and notices for two years after the change.
What stays the same after a name change
| Item | After the change | What you do |
|---|---|---|
| The company | Same legal entity, same CIN | Nothing |
| PAN | Same number | Request a PAN data correction with the fresh certificate |
| GST registration | Same GSTIN | Amend the legal name in Form GST REG-14 within 15 days |
| Bank accounts | Same account numbers | Update KYC with the certificate and resolution |
| Trade marks | Same ownership | Record the new name through Form TM-P |
| Letterheads, invoices, signboard | New name | Reprint, showing the former name for two years |
In practice, we file the PAN correction and the GST amendment the week the certificate arrives. On GST the legal name is a core field, so an officer approves the REG-14 application, which is due within 15 days under Rule 19 of the CGST Rules. Udyam details can be updated online, free.
What happens if you skip a step
You pay up to 12× the MGT-14 fee
The additional fee is 2× the normal fee up to 30 days late, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days and 12× beyond. Section 117(2) adds a penalty of ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 per officer.
You risk ₹1,000 a day for dropping the old name
Leave the former name off the signboard or stationery inside two years and Section 12(8) applies: ₹1,000 for each day of default, up to ₹1 lakh, for the company and every officer in default.
Your invoices run ahead of the law
Picture a Ballabgarh trading company that prints new invoices the week of the EGM. Until INC-25 is issued, the old name is still its legal name, so its invoices and its GST registration show two different names.
Frequently asked questions
Do we need ROC approval to change our company name?
Yes. Section 13(2) says a name change has no effect without the approval of the Central Government, and that power has been delegated to the ROC. You apply in Form INC-24 after filing the special resolution in MGT-14. The only exception is adding or dropping “Private” on conversion between a private and a public company. Once the ROC approves, it issues a fresh certificate in Form INC-25 and the new name is yours.
How long is the new name reserved after RUN approval?
For an existing company, 60 days from the date of approval, under Section 4(5) of the Companies Act, 2013. The RUN application costs ₹1,000, and if the ROC raises a defect you get 15 days to resubmit. Hold the EGM and file MGT-14 and INC-24 within those 60 days. If the meeting dates are fixed before the name is applied for, 60 days is plenty.
Can a company with pending annual filings change its name?
Not until the filings are done. Rule 29(1) of the Companies (Incorporation) Rules, 2014, as substituted on 27 July 2016, bars a name change while annual returns or financial statements are due, or while matured deposits, debentures or interest on them are unpaid. The rule allows the change once you file the documents or make the payment. So we clear the backlog first, and the name change follows.
Which resolutions are needed for a change of name?
A board resolution and a special resolution of the shareholders. The board calls an EGM with 21 clear days’ notice, or shorter notice with the consent of a majority in number of members holding at least 95% of the paid-up voting capital. The special resolution alters the name clause of the MoA and the AoA, and it goes to the ROC in MGT-14 within 30 days. We draft the notice, resolutions and minutes for you.
Does our PAN, CIN or GSTIN change with the new name?
No. The company keeps the same PAN, CIN and GSTIN, because it is the same legal entity. For PAN, you request a data correction with the fresh certificate. For GST, the legal name is a core field, so you file Form GST REG-14 within 15 days and the officer approves it within 15 working days. Nothing has to be registered afresh.
How long must we show our old name after the change?
Two years. The proviso to Section 12(3) requires a company that changed its name in the last two years to show the former name along with the new one, on the signboard outside every office and on its letters, bills and notices. Skipping it can cost ₹1,000 a day, up to ₹1 lakh, under Section 12(8). A line such as “formerly known as” under the new name does the job.
What are the government fees for a name change?
The RUN application for the name costs ₹1,000. MGT-14 is charged by authorised capital: ₹200 below ₹1 lakh, rising to ₹600 at ₹1 crore and above, and ₹200 for a company without share capital. INC-24 carries its own ROC fee. Filed on time, there is no additional fee, and we confirm the exact amount for your capital before you start.
Can we choose any name we like?
Not quite. Section 4(2) rules out a name identical with, or too nearly resembling, an existing company’s name, and Section 4(3) needs prior approval for words suggesting a government connection. Rule 8A also treats words such as finance, leasing, investments or securities as undesirable if the main business is not in that line. We check the MCA and trade mark records before applying, so the RUN application is less likely to come back.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
| Filing | Government fee |
|---|---|
| RUN name reservation | ₹1,000 |
| MGT-14, authorised capital below ₹1 lakh | ₹200 |
| MGT-14, ₹1 lakh to below ₹5 lakh | ₹300 |
| MGT-14, ₹5 lakh to below ₹25 lakh | ₹400 |
| MGT-14, ₹25 lakh to below ₹1 crore | ₹500 |
| MGT-14, ₹1 crore and above | ₹600 |
INC-24 carries its own ROC fee, which we include in your quote. MGT-14 filed late costs 2× to 12× the normal fee.
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Ready to begin?
Send us the names you like. We will check them, reserve the strongest and see it through to your fresh certificate.