Changing Your Company Name vs Incorporating a New Company: Cost, Process and Impact
Company name change vs new company: keep your PAN, GST, contracts and history with a special resolution and INC-24, or start fresh with new registrations.
Short answer
Change the name of your existing company if you only need a new brand identity: the company keeps its PAN, bank accounts, contracts, licences and track record, and the process needs a special resolution, Registrar approval and updates to registrations. Incorporate a new company only if you also want a clean legal slate, different shareholders or to leave liabilities behind lawfully.
- Name check
- RUN service, ₹1,000 fee
- Shareholder approval
- Special resolution
- Filings
- MGT-14 within 30 days, then INC-24
- PAN and CIN
- PAN unchanged; CIN may change
- Former name disclosure
- Shown with new name for two years
- Bar
- Not allowed while certain filing defaults remain
What happens when you change a company name?
A name change under section 13 of the Companies Act alters the company's identity on the register, not the legal person. The company keeps its PAN, TAN, bank accounts, assets, contracts, licences and legal proceedings. After Registrar approval, a fresh certificate of incorporation is issued in the new name, and the memorandum and articles are amended.
A new company is a separate legal person. It needs fresh incorporation, PAN, TAN, GST, bank accounts and licences, and existing contracts, assets and employees must be transferred to it, often with counterparty consent and stamp duty.
Side-by-side comparison
The table compares the two routes for a founder who wants a new name or brand. Government fees exclude professional charges and any stamp duty on asset transfers to a new company.
| Factor | Change name of existing company | Incorporate new company |
|---|---|---|
| Legal entity | Same | New |
| PAN, TAN, bank accounts | Retained, update name | New registrations needed |
| GST registration | Amend existing registration | Fresh registration |
| Contracts and licences | Continue; notify counterparties | Assign or re-sign each |
| Track record and vintage | Retained | Starts from zero |
| Liabilities | Remain with the company | Stay with old company unless transferred |
| Shareholder approval | Special resolution | Fresh subscribers |
| Filings | RUN, MGT-14, INC-24 | SPICe+ incorporation |
| Closing the old entity | Not needed | Strike off or winding up later |
What is the process for a name change?
The board approves the proposal and the new name is reserved through the RUN service for ₹1,000, checked against existing company names and registered trademarks. Shareholders pass a special resolution, filed in MGT-14 within 30 days, and the company applies for approval in INC-24. Once approved, the Registrar issues a new certificate of incorporation.
For two years after the change, the company must show its former name alongside the new one on its documents and signboards. A company that has defaulted in filing annual returns or financial statements, or in repaying deposits, cannot change its name until the default is made good.
What has to be updated afterwards?
Update PAN and TAN records, GST registration, bank accounts, Udyam, IEC, FSSAI and other licences, the trademark register if the brand is registered, statutory registers, letterheads, invoices, website and contracts. A name change is not a reason for counterparties to terminate contracts, but notify them in writing to avoid payment and invoicing mismatches.
Which should you choose?
For most rebrands, a name change is cheaper and preserves value. These rules cover the situations where a new company may be the better path despite the extra cost and effort.
- Pure rebrand, same owners and business: change the name.
- Need to keep tender eligibility, vendor codes or credit history: change the name.
- Different shareholding or business model and a clean start: new company.
- Old company has disputes or liabilities you intend to settle separately: new company, with legal advice on lawful transfer.
- DPIIT recognition age matters: a name change does not reset the 10-year clock; a new company does, but only if it is not a reconstruction of an existing business.
Related services
Sources
- Companies Act 2013 and rules made under it (India Code)
- DPIIT revised startup definition, G.S.R. 108(E) (Taxmann)
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Does a company name change affect GST and PAN?
PAN stays the same, but records must be updated with the new name. GST registration is amended through a core field amendment rather than a new registration.
How long does a company name change take?
It depends on name availability and Registrar processing. Plan for a few weeks from board approval to the new certificate, plus time to update other registrations.
Can I change the company name if annual filings are pending?
No. A company with defaults in filing annual returns or financial statements must file them before the name change is approved.
Do contracts need to be re-signed after a name change?
No. The company remains the same legal person, so contracts continue. Notify counterparties and update invoices, but fresh agreements are not legally required.