Change Private Limited Company Name in India

Thinking about giving your company a new name? It’s a big step. A company's name is its identity. It's the first thing customers, partners, and investors see. Sometimes, a business grows or changes direction, and the old name just doesn’t fit anymore.

Changing your company’s name in India is a formal process. It involves following specific rules set by the Ministry of Corporate Affairs (MCA). We will explain how to change a Private Limited Company name, step by step.

What Does It Mean to Change a Company's Name?

Changing a company's name means officially altering the name registered with the Registrar of Companies (ROC). Think of it like a person legally changing their name. Their identity changes on paper, but they are still the same person. Similarly, your company gets a new name, but its core legal structure remains unchanged.

The process involves getting approvals from the company's directors and shareholders. Then, you must get approval from the Central Government (handled by the ROC). Once approved, you get a new certificate with the new name.

After the change, it’s important to update the company’s new name across all official documents and systems, including letterheads, invoices, nameplates, websites, bank accounts, PAN, GST registration certificate, and with authorities like PF, ESIC, and Shops & Establishment, if relevant.

• Your Company Identification Number (CIN) remains the same. The CIN is a unique 21-digit number given to every company, and it does not change.
• The company's existence continues. There is no break in its operations or legal status.
• Your company is still the same "legal person" in the eyes of the law.

The name change only modifies the name. It does not create a new company or dissolve the old one.

How Does a Name Change Affect Your Company's Rights and Liabilities?

A name change does not affect your company's existing rights or responsibilities.

• Existing Contracts are Still Valid: All contracts, agreements, and legal documents signed under the old name are still legally binding. You don't need to sign them all over again. However, it's good practice to inform the other parties about the name change.
• Debts and Loans Remain: Any loans, debts, or financial obligations your company has must still be paid. The name change doesn't wipe the slate clean.
• Legal Cases Continue: If your company is involved in any legal proceedings (either suing someone or being sued), those cases will continue under the new name. The name change has no impact on these legal matters.
• Ownership of Assets and Properties: The company still owns all its assets, properties, and bank balances.

In short, the change of name for a Pvt Ltd company is cosmetic. The legal and financial core of the business stays exactly the same.

Businesses don't change their names without a good reason. Most of the time, it's a strategic decision. Here are some of the most common reasons why a Private Limited company in India might change its name.

• Aligning with New Business Activities or a Fresh Vision

A business can evolve over time. A company that started by selling books might now be a major e-commerce platform selling everything.

For example, a company named "UKSS Book Depot Pvt Ltd" might want to change its name to "UKS Retail Ventures Pvt Ltd" if it expands into electronics and clothing. The old name is too specific and no longer reflects what the company does. A new name can better communicate the company's current and future goals.

• Rebranding for Better Market Position and Brand Value

Sometimes, a name just doesn't connect with customers anymore. It might sound old-fashioned or be hard to remember. Rebranding with a fresh, modern name can make a huge difference.

A new name can:

• Attract a younger audience.
• Be easier to market on social media.
• Help the company stand out from competitors.
• Distance themselves from past negative reputation.

This is a common strategy to boost brand value and market presence.

• Changes in Company Ownership or Management

When a company is acquired or merges with another, a name change is often part of the deal. The new owners might want to integrate the company into their existing brand family.

For instance, if "Sharma Software Pvt Ltd" is bought by a large tech giant called "Global Tech Inc.," they might change the name to "Global Tech (India) Pvt Ltd." This signals the change in ownership and aligns the company with the new management's brand identity.

• To Resolve Trademark or Copyright Issues

A company might discover that its name is too similar to another company's name or a registered trademark. This can lead to legal problems and customer confusion.

To avoid a long and expensive legal battle, the company might choose to change its name proactively. This is a smart move to protect the business and establish a unique identity that won't face legal challenges later.

• Following a Direction from the Registrar of Companies (ROC)

In some cases, the ROC can order a company to change its name. This usually happens if:

• The name is too similar to an existing company or LLP name.
• The name is identical to a registered trademark.
• The name is considered undesirable or offensive by the Central Government.

If the ROC gives such a direction, the company must change its name within a specified period (which is within 3 months). This is not optional; it's a legal requirement.

Before you dive into the paperwork, you need to make sure your company is in good standing. The MCA will not approve a name change if your company has pending compliance issues. Here’s what you need to check.

• Check Your Annual Filing Status with MCA

Your company must be up-to-date with its annual filings. This means you must have filed:

• Form AOC-4: This form contains your company's financial statements (Balance Sheet, Profit & Loss Account).
• Form MGT-7/MGT-7A: This is your company's Annual Return, containing details about shareholders, directors, and other company information.

If these filings are overdue, the ROC will reject your name change application. You must complete all pending annual filings before you start the process.

• Clear All Matured Deposits and Debentures

Your company cannot have any overdue payments. This includes:

• Matured Deposits: If your company has accepted deposits from the public or its members, you must have repaid them on time.
• Matured Debentures: If your company has issued debentures (a type of loan certificate), you must have paid the interest and principal amount to the debenture holders as per the schedule.

Failing to meet these financial obligations will result in your name change request being put on hold or rejected.

• Ensure No Other Applications are Pending

Make sure you don't have other major applications pending with the ROC. For example, if you have already applied for a change in your company's registered office or a change in directors, it's best to wait for that to be approved first.

Having multiple applications running at the same time can create confusion and lead to rejection by the ROC. It's cleaner and more efficient to handle one major change at a time.

Choosing a new name is exciting, but it must be done carefully. The name you choose must comply with the MCA's naming guidelines. Here’s how to pick a new name that gets approved.

• The Importance of a Unique Name

Your new company name must be unique. It cannot be identical or too similar to the name of an existing company or a Limited Liability Partnership (LLP). A unique name helps your business build its own brand and prevents confusion in the market.

Imagine there are two companies named "XYZ." A customer trying to find one might end up contacting the other. This creates problems for both businesses.

• Checking for Similarity with Existing Companies and LLPs

Before you finalize a name, you must check its availability. You can easily check company name availability for free.

The MCA provides a service called RUN (Reserve Unique Name). You can use this portal to search for names. The system will tell you if a name is identical to another. However, you also need to check for phonetic similarity (names that sound the same). For example, "Innovate Solutions" and "Innov8 Solutions" would be considered similar.

Pro Tip: Checking availability doesn’t guarantee approval. The Central Registration Centre (CRC) may still reject a name if it’s misleading, overly generic, or lacks uniqueness.

• What if the Name is Similar to a Registered Trademark?

Your proposed name should not be the same as a registered trademark. If it is, the owner of that trademark can object, and the ROC will reject your name.

You can search for registered trademarks on the website of the Controller General of Patents, Designs and Trade Marks (IP India). If your desired name is already a popular brand's trademark, it's best to choose something else. This will save you from future legal trouble.

• Words and Phrases That Are Restricted or Prohibited by MCA

The MCA has a list of words that you cannot use without special permission. These are called restricted or prohibited words.

• Prohibited Words: You cannot use words that imply a connection with the government, like "National," "Union," "Central," "Prime Minister," or "President." Names of foreign countries or international bodies like "U.N." or "W.H.O." are also not allowed.
• Restricted Words: Some words like "Bank," "Insurance," "Stock Exchange," or "Venture Capital" can only be used if you get approval from regulatory bodies like the RBI or SEBI. You need to prove that you are authorized to conduct such business.

Can a Descriptive Name Be Changed?

Yes, even if your company's name is descriptive (e.g., "Delhi Bike Rentals Pvt Ltd"), you can change it. The key is to ensure the new name still adheres to all MCA guidelines and is not misleading, offensive, or otherwise prohibited.

Now, let's get into the main steps. The procedure for the change of name of a Private Limited company involves a series of formal steps. Following them in the correct order is crucial for a smooth process.

Step 1: Hold a Board Meeting to Get Approval

The first step is to get the approval of your company's Board of Directors.

• Call a Board Meeting: You must send a notice to all directors at least 7 days before the meeting.
• Pass a Board Resolution: In the meeting, the directors will discuss the reasons for the name change. They will pass a resolution to:

1. 1. Approve the proposed new name(s).
   2. Authorize a director or the Company Secretary to apply to the MCA for name reservation.
   3. Set a date, time, and place for an Extraordinary General Meeting (EGM) to get shareholder approval.

Step 2: Reserve Your New Name with the RUN (Reserve Unique Name) Service

Once the board approves the idea, you need to reserve the new name with the MCA.

• Use the RUN Service: You apply to the RUN service on the MCA portal.
• Propose Names: You can suggest up to two names in order of preference.
• Pay the Fee: There is a government fee of ₹1,000 for this application.
• Approval/Rejection: The ROC will check if the name is available and follows the rules. If approved, the name will be reserved for you for 20 days. You must complete the next steps within this period.

Step 3: Call an Extraordinary General Meeting (EGM) for Shareholder Approval

After your name is reserved, you need the approval of the company's owners—the shareholders.

• Send EGM Notice: You must send a notice to all shareholders, directors, and auditors at least 21 clear days before the EGM.
• Explanatory Statement: The notice must include an explanatory statement. This statement explains the reasons for the name change and why it is in the company's best interest.

Step 4: Pass a Special Resolution for the Name Change

At the EGM, the shareholders will vote on the name change.

For a name change, you need to pass a Special Resolution. This means that at least 75% of the shareholders (based on the value of their votes) must vote in favour of the change.

This high requirement ensures that most owners of the company agree with this important decision.

Step 5: File Form MGT-14 with the ROC

After passing the special resolution, you must inform the ROC about it.

• File Form MGT-14: You must file this e-form on the MCA portal within 30 days of passing the special resolution.
• Attachments: Along with the form, include the special resolution, the EGM notice with the explanatory statement, and the altered MOA and AOA reflecting the new company name (optional but recommended).

Step 6: File Form INC-24 for Central Government Approval

This is the final application for the name change itself.

• File Form INC-24: This form is the "Application for approval of the Central Government for change of name." It must be filed after Form MGT-14 is approved.
• Details: The form will ask for details about the resolution and the reasons for the name change.
• Attachment: You need to attach the minutes of the EGM where the special resolution was passed.

Step 7: Receive Your New Certificate of Incorporation (Form INC-25)

Once the ROC is satisfied with your application and all documents, they will approve the name change.

• New Certificate of Incorporation: The ROC will issue a new Certificate of Incorporation with the company's new name. This is issued in Form INC-25.
• The Change is Effective: The company name change becomes legally effective from the date mentioned on this new certificate.

This certificate is proof that you can now officially start using your new company name.

To complete the process, you need to have several documents ready. Here’s a breakdown:

For the Board Meeting and RUN Application

• List of proposed new names for the company.
• A copy of the Board Resolution approving the name change proposal.
• The Board Resolution authorizing a director to file the RUN application.

For Filing Form MGT-14

• A certified true copy of the Special Resolution passed at the EGM.
• A copy of the Notice of the EGM was sent to the shareholders.
• A copy of the Explanatory Statement is attached to the EGM notice.
• A copy of the altered Memorandum of Association (MOA) and Articles of Association (AOA) showing the new name. (This is optional at this stage, but good to have ready)

For Form INC-24

• A copy of the minutes of the EGM where the special resolution was passed.
• A declaration from the directors stating that the company is up-to-date with its financial obligations and annual filings.
• Proof that the company has not defaulted on any loans or payments.

Understanding the costs and time involved helps you plan better. The cost to change a company name to Pvt Ltd has two parts: government fees and professional fees.

a. Government Fees for Name Change Forms

The government fees are fixed and paid directly on the MCA portal.

• RUN Application (Name Reservation): ₹1,000
• Form MGT-14 (Filing Special Resolution): This fee depends on your company's authorized share capital. For a company with up to ₹1,00,000 capital, the fee is ₹200.
• Form INC-24 (Application for Central Government Approval): ₹1,000 for OPC and small companies, ₹2,000 for other companies with authorized capital up to ₹25,00,000.

b. Professional Fees

Since the process involves legal drafting and online filing, most businesses hire a professional like a Chartered Accountant (CA), Company Secretary (CS), or a law firm.

Professional fees can range from ₹5,000 to ₹15,000 or more, depending on the complexity of the case and the service provider. This fee covers drafting documents, filing forms, and providing guidance throughout the process.

Estimated Timeline for Company Name Change

The entire process, from application to receiving the new certificate, typically takes between 30 to 45 days. Here’s a rough breakdown:

• RUN Application Approval: 2-3 working days.
• EGM Notice Period: 21 clear days. This is a mandatory waiting period.
• ROC Approval of Forms: After you file MGT-14 (Within 30 days of EGM) and INC-24, the ROC typically takes 15-30 working days to review and approve the application.

Please note that these are estimates. The timeline can vary and extend to 30-45 days depending on the workload at the ROC office and whether your application is complete and correct.