Form INC-24: Application for Approval of Change of Company Name

When a company needs INC-24

A company can change its name for rebranding, a change in business focus, a merger, or a dispute over a trademark. The new name must meet the same naming rules as at incorporation, including the restrictions on undesirable names and on words that suggest government patronage. Any change of name is an alteration of the memorandum, so it needs a special resolution and the approval of the Central Government, a power delegated to the Registrar of Companies. INC-24 is the application for that approval.

Simply adding or removing the word Private on conversion between private and public company does not need INC-24. That change happens through the conversion process in INC-27. Similarly, a change directed by the Central Government because an existing name is too similar to another follows its own procedure.

Who cannot change name

Rule 29 restricts name changes for companies in default. A company that has not filed annual returns or financial statements that are due, or that has defaulted on repayment of matured deposits or debentures or interest on them, cannot change its name until the default is made good. The INC-24 form includes a declaration on these points, and false declarations attract Sections 448 and 449.

Documents and attachments

The form links to the MGT-14 that records the special resolution, and captures how many members voted for and against. Keep the board resolution, notice of general meeting and altered MoA and AoA ready, with the new name replacing the old throughout.

• RUN approval letter for the new name
• Certified copy of special resolution and explanatory statement
• SRN of the MGT-14 filed for the resolution
• Minutes of the general meeting
• Altered MoA and AoA with the new name
• NOC or trademark authorisation if the name uses a registered mark

Fees and penalties

RUN name reservation costs ₹1,000. The INC-24 fee is set under the Companies (Registration Offices and Fees) Rules, 2014 and is shown when the SRN is generated, with additional fee applied where the filing is late. MGT-14 has its own slab-based fee.

There is no specific per-day penalty for INC-24 itself, because it is an application. However, if the resolution is not filed in MGT-14 within 30 days, Section 117(2) penalties apply. After approval, Section 12 requires the new name on the company's signboards, letterheads, invoices and other documents.

Common reasons for rejection

Names are rejected for being identical or too similar to existing companies, LLPs or registered trademarks, or for using words that need government approval. INC-24 itself is often sent back because the MGT-14 is not yet approved, the altered MoA still shows the old name in places, or the company has filings pending. Refogo's partner professionals can manage the RUN, MGT-14 and INC-24 sequence for a fixed fee.

Step by step

1. 1Board meeting

   Approve the proposed name change and call a general meeting.

2. 2Reserve the name

   Apply through RUN; once approved, the name is held for 60 days.

3. 3Pass special resolution

   Hold the general meeting and pass the special resolution.

4. 4File MGT-14

   Register the resolution with the altered MoA and AoA within 30 days.

5. 5File INC-24

   Enter the MGT-14 SRN, attach documents and sign with DSC.

6. 6Receive new certificate

   On approval the Registrar issues a fresh certificate of incorporation.

7. 7Update everywhere

   Change PAN, GST, bank, signage and stationery to the new name.