How to Change a Private Limited Company's Name (RUN, MGT-14 and INC-24)

When can a company change its name?

Any company can change its name by special resolution with Central Government approval, now delegated to the ROC. A company that has defaulted in filing annual returns or financial statements, or in repaying deposits or interest, cannot change its name until the default is made good. Companies also change names when the ROC directs it, for example after a trademark owner's complaint under section 16.

Choosing and reserving the new name

The new name must pass the same tests as a new company name under Rules 8 and 8A: not identical or too similar to an existing company, LLP or registered trademark, and free of restricted words unless approvals are in hand. File RUN with the ₹1,000 fee and the reason for the change. If the name is linked to new business activities, alter the object clause at the same time.

Approvals and filings

After name approval, the board approves the change and calls a general meeting. Shareholders pass a special resolution altering the name clause of the MoA and the AoA. File MGT-14 within 30 days of the resolution, then INC-24 with the approved name, resolution, altered MoA and AoA and minutes. The ROC issues a fresh certificate of incorporation in INC-25.

What must be updated after the change?

The change takes effect from the date of the fresh certificate. The company must show its former name alongside the new name on its letterheads, invoices and signage for two years under section 12. Legal proceedings and contracts continue unaffected.

• PAN and TAN records with the Income Tax Department
• GST registration (legal name is a core field, needs approval)
• Bank accounts and cheque books
• Trademark applications and registrations (record change of name)
• IEC, FSSAI, professional tax and other licences
• EPFO and ESIC records
• Website, contracts, invoices and seal

Timeline and cost

Expect a few weeks from name reservation to the fresh certificate, depending on ROC processing and whether the name is approved at the first attempt. Government costs include the RUN fee, the INC-24 fee and MGT-14 filing fees, plus any stamp duty on the altered articles as per state law. The time for updating registrations afterwards is often longer than the ROC process itself.

Can the ROC force a name change?

Yes. Under section 16, if a company's name is identical to or too nearly resembles an existing company name or a registered trademark, the Central Government can direct it to change the name, usually on an application by the trademark owner within three years of incorporation. The company must then adopt a new name within three months. Searching trademarks at the start avoids this.

Common mistakes

Companies frequently choose a name that clashes with a trademark, start using the new name before the certificate is issued, or forget to show the former name for two years. Another trap is changing GST records late, which creates a mismatch between invoices and the GSTIN's legal name.

Step by step

1. 1Check defaults

   Make sure annual returns and financial statements are filed.

2. 2Search the name

   Check MCA and trademark registers.

3. 3File RUN

   Reserve the new name with the ₹1,000 fee.

4. 4Board meeting

   Approve the change and call a general meeting.

5. 5Special resolution

   Shareholders approve the new name and altered MoA/AoA.

6. 6File MGT-14 and INC-24

   Submit within the time limits with attachments.

7. 7Receive INC-25

   Get the fresh certificate in the new name.

8. 8Update records

   Change PAN, GST, bank, trademarks and licences.