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Corporate Alteration Section 13 MCA • Special Resolution & Fresh COI

Company Name Change Process in India

Rebrand or align your corporate identity under Section 13 of the Companies Act 2013. Complete MCA filing from RUN reservation to issuance of a Fresh Certificate of Incorporation.

  • Board meeting and EGM resolution drafting (Form MGT-14)
  • RUN name reservation with 60-day approval validity
  • Central Government approval via Form INC-24
  • Issuance of Fresh Certificate of Incorporation with unchanged CIN
10–14 Days
Fresh COI Delivery
Section 13
Companies Act Compliant
Fresh COI
Issued by RoC

Company Name Change Process in India: Overview

Changing your company's name in India means filing a sequence of five MCA actions: board resolution, RUN name reservation, special resolution at an EGM, Form MGT-14, and Form INC-24. After that, the Registrar of Companies issues a fresh Certificate of Incorporation. Miss any one filing or document, and the Registrar either rejects the application outright or sends it back for resubmission, which can add weeks to what should be a 30-to-45-day process.

This guide walks a Private Limited Company, LLP, or director through every stage of that process on the MCA V3 portal, with the exact forms, realistic fee ranges, document checklists, and the compliance updates that come after your new Certificate of Incorporation arrives.

Typical Timeline
30–45 Working Days
RUN Name Validity
60 Days
Handled By
CA / CS Team

Key Takeaways

A name change runs through four MCA filings in order: RUN, Form MGT-14, Form INC-24, and a fresh Certificate of Incorporation (Form INC-25).
Shareholders must approve the new name by special resolution under Section 13, requiring at least 75% voting support at an Extraordinary General Meeting.
Your CIN never changes, only the name. Every contract, licence, and registration tied to the CIN stays legally valid.
RUN name approval for an existing company changing its name stays valid for 60 days, three times longer than the 20-day window given to a brand-new incorporation.
PAN, TAN, GST registration, and bank accounts all need separate update applications after the new Certificate of Incorporation is issued. The MCA filing alone does not update them automatically.

What Changing a Company's Name Actually Involves

Section 13 of the Companies Act, 2013 treats a name change as an alteration to your company's Memorandum of Association. The name clause in your MOA is the first line any lender, vendor, or government department checks, so the law requires the same level of shareholder consent you would need to alter your company's objects or registered office state.

Your Corporate Identity Number stays exactly the same before and after the change. That single fact resolves most of the anxiety directors have going into this process: your company is not becoming a new legal entity, it is the same entity wearing a new name. Existing loan agreements, leases, vendor contracts, and litigation all continue under the same CIN. You will typically send counterparties a notification referencing the old and new names together, rather than renegotiating anything.

A name change is voluntary in most cases: a rebrand, a shift in business focus, a merger that calls for a shared identity, or simply dropping wording that no longer fits. It can also be directed by the Registrar under Section 16 if your existing name too closely resembles another registered company or infringes a trademark. In that case the window to act is shorter and non-negotiable.

If your plan involves a brand-new entity rather than renaming an existing one, you would be looking at a fresh private limited company registration instead of this process.

Who This Process Applies To

Any Private Limited Company, Public Limited Company, One Person Company, or Section 8 Company registered under the Companies Act follows the RUN → MGT-14 → INC-24 sequence described here. LLPs follow a parallel but separate route, since they are governed by the LLP Act, 2008 rather than the Companies Act.

Entity Name Reservation Name Change Filing Governing Law
Private / Public Limited, OPC, Section 8 RUN MGT-14, then INC-24 Companies Act, 2013
LLP RUN-LLP Form 5 LLP Act, 2008

If your entity is an LLP and you are also behind on yearly filings, sort that out through LLP annual compliance before you touch the name change, because the Registrar's portal checks for pending defaults before it lets certain filings through.

Practical gate across entity types: a company with overdue annual returns or financial statements on record often finds its INC-24 application stalled or queried by the ROC. Clearing pending ROC annual return filings first saves you a second trip through the process.

Documents You Need Before You File Anything

Gather these before you touch the MCA portal. Missing even one is the single biggest reason RUN or INC-24 applications bounce back for resubmission.

Document Purpose / Note
Board resolution Approves the proposed name(s) and authorises the RUN filing
Two proposed names, in order of preference RUN allows up to two per application
Digital Signature Certificate Of the authorised director or company secretary
EGM notice with explanatory statement Explanatory statement under Section 102
Certified copy of the special resolution Passed at the EGM
Minutes of the EGM Attached to INC-24
Altered MOA and AOA Reflecting the new name
RUN approval letter / SRN Service Request Number of the approved name
Form MGT-14 SRN Once filed
Director's declaration States the genuine reason for the change (Rule 29, Companies (Incorporation) Rules, 2014)
Existing Certificate of Incorporation and PAN Of the company

Company Name Change: Step-by-Step on MCA V3

Step Action Form Typical Timing
1 Board approves proposed name(s), authorises RUN filing and EGM notice Board Resolution Day 1
2 Reserve the new name RUN Day 2–5 (name valid 60 days)
3 Hold EGM, pass special resolution (75% majority) None (internal meeting) Day 10–21
4 File the special resolution with the Registrar MGT-14 Within 30 days of the EGM
5 Apply for Central Government approval of the name change INC-24 Promptly after MGT-14 is processed
6 ROC approves and issues a fresh Certificate of Incorporation INC-25 10–20 days after INC-24
1

Pass the Board Resolution

The board meets first and does three things in one resolution: approves one or two proposed names, authorises a director or CS to file the RUN application, and calls the Extraordinary General Meeting. This resolution is not filed anywhere by itself. It is the internal authority that lets everything downstream happen, and it belongs in your minutes book.

2

Reserve the Name Through RUN

RUN (Reserve Unique Name) is the MCA V3 web service for an existing company reserving a new name. Submit your CIN, up to two proposed names in order of preference, and pay the ₹1,000 government fee. The Central Registration Centre checks the names against the company and LLP register and registered trademarks, and rejects anything identical or deceptively similar, or anything implying a government connection without approval. Once approved, the name stays reserved for 60 days. If both names are rejected, you resubmit; RUN gives one free resubmission per application, after which a fresh application and fee apply.

3

Hold the EGM and Pass the Special Resolution

Convene the EGM on the notice period the board authorised (commonly 21 days, or shorter if 95% of members consent in writing). The special resolution under Section 13 needs at least 75% of votes cast in favour. A plain majority does not clear this bar. This is where the new name clause formally replaces the old one in the MOA and AOA, subject to the Registrar's later approval.

4

File Form MGT-14

MGT-14 registers the special resolution with the Registrar. It is proof that shareholders validly approved the resolution, not the name-change application itself. File within 30 days of the EGM, attaching the certified resolution, the EGM notice and explanatory statement, and the altered MOA and AOA. Late filing fees run per day of delay with no fixed ceiling, so calendar this deadline the moment the EGM concludes.

5

File Form INC-24

INC-24 is the actual application for approval of the name change. It references both the RUN SRN and the MGT-14 SRN, carries the director's declaration on the reason for the change, and attaches the EGM minutes and altered MOA/AOA. No separate statutory deadline is fixed for INC-24, but file promptly so your 60-day RUN reservation does not run out mid-process.

6

Receive the Fresh Certificate of Incorporation

Once the Registrar is satisfied, it issues a fresh Certificate of Incorporation (Form INC-25) in the new name. Your CIN carries over unchanged. This certificate is what makes the name change legally effective, not the EGM and not the MGT-14 filing.

Government Fees and Realistic Timeline

Expect three separate fee lines, and budget for the top of each range rather than the bottom.

Filing Government Fee Note
RUN ₹1,000 flat Non-refundable, regardless of company size
MGT-14 About ₹200 to ₹600 Authorised-capital slab: roughly ₹200 for capital under ₹1 lakh, rising in steps to ₹600 for capital above ₹1 crore
INC-24 Varies by capital and company type Publicly quoted figures range from capital-slab pricing similar to MGT-14 up to flat fees in the ₹1,000–₹20,000 band for larger authorised capital. Confirm the exact amount the MCA V3 portal calculates at the time of filing
INC-24 is the fee most likely to have changed by the time you file. Do not budget against any fixed number quoted online, ours included. The MCA V3 portal shows the exact amount for your authorised capital and company type.

Realistic End-to-End Timeline

A realistic end-to-end window runs 30 to 45 working days:

3 to 5 working days
RUN approval typically clears.
20 to 25 days
EGM notice period and MGT-14 filing.
10 to 15 working days
INC-24 approval once filed clean.

Companies that get queried by the ROC on documentation, the most common cause of delay, can see this stretch to 60 days or more.

Post Name-Change Compliance: What to Update and Where

The fresh Certificate of Incorporation is the beginning of your compliance work, not the end of it. None of the following update automatically just because MCA records show the new name.

Item What to Do
PAN and TAN File a correction request with the Income Tax Department's PAN service, attaching the new Certificate of Incorporation. The PAN number does not change, only the name linked to it.
GST registration Apply for a core field amendment on the GST portal within the prescribed window. GSTIN stays the same, but every invoice issued after the change must show the new legal name. If GST registration is still pending for any entity in your group, see New GST Registration Online.
Bank accounts Banks typically ask for the new Certificate of Incorporation, a board resolution authorising the name update, and updated KYC before they reissue chequebooks and update records.
MOA and AOA Printed and stored copies need the new name clause. The alteration was already drafted for MGT-14, so this is mostly about circulating updated copies.
Statutory registers and common seal Update the register of members, register of directors, and your company seal if you use one.
Licences, trademarks and registrations Trade licences, import-export code, professional tax, PF and ESI registration, and any trademark filed under the old name each need a separate update application.
Letterheads, invoices, website, signage Not a legal filing, but the most visible change, and one many companies under-prioritise.
Contracts and agreements Existing contracts stay valid under the same CIN. Send a short notification letter to counterparties referencing both names instead of a full amendment.

Common Mistakes That Delay or Derail a Name Change

Mistake Why It Hurts
Filing RUN without checking the trademark register MCA checks its own company and LLP database automatically, but a name clashing with a registered trademark in an unrelated field can still trigger a rejection or a dispute after approval.
Letting the special resolution fall short of 75% An ordinary majority is not enough. A Section 13 name change specifically requires special-resolution status.
Missing the 30-day MGT-14 deadline Per-day late fees with no cap make this the costliest deadline in the sequence.
Filing INC-24 against a company with pending ROC defaults Overdue annual filings are a common reason the Registrar queries or holds up the application.
Letting the 60-day RUN window lapse An expired reservation cannot be renewed. You reapply from scratch, with a fresh fee and the risk that someone else reserves the name.

Frequently Asked Questions

Got questions? Find clear answers from our CA / CS compliance team:

No. The Corporate Identity Number stays identical before and after approval. Only the name linked to that CIN changes, which is also why existing contracts, licences, and litigation continue without being reissued.

Most companies complete the full sequence (RUN, EGM, MGT-14, INC-24, and the fresh Certificate of Incorporation) in 30 to 45 working days when documentation is clean on the first attempt. Add 15 to 20 days if the ROC raises a query on any filing.

No. The board can only approve the proposed name and authorise the RUN filing. The actual decision requires a special resolution passed by shareholders at an EGM with at least 75% approval, under Section 13.

You get one free resubmission on the same application if either of your two proposed names is rejected. If both fail on resubmission too, you file a fresh RUN application with a new ₹1,000 fee.

No. Your existing PAN is retained. You file a correction request with the Income Tax Department to update the name shown against that PAN, using your new Certificate of Incorporation as proof.

Yes. GST registration needs its own core field amendment application on the GST portal after the ROC approves your name change. Your GSTIN does not change, but invoices issued under the old legal name after the change date can create compliance issues.

RUN is used by an existing company changing its name. SPICe+ Part A reserves a name for a brand-new company at incorporation. Validity also differs: 60 days for RUN name-change reservations versus 20 days for new-incorporation reservations.

60 days from the date of approval, because an existing company needs time to hold an EGM, pass the special resolution, and complete the MGT-14 and INC-24 filings.

Shareholder approval through a special resolution is compulsory under Section 13 for any voluntary company name change. The board's role is limited to initiating the process and recommending the name.

No. LLPs follow a separate track under the LLP Act: RUN-LLP for name reservation and Form 5 for the formal name change filing with the Registrar.

They remain valid, since the CIN underlying the agreement has not changed. Standard practice is to send counterparties a notification referencing both the old and new names rather than renegotiating.

There is no statutory notice requirement to external parties, but it is standard commercial practice to notify active vendors, customers, and lenders in writing once the Certificate of Incorporation is issued, so their records match yours for invoicing and payment.

It is a frequent cause of delay or rejection at the INC-24 stage. Clearing overdue annual returns and financial statements before filing RUN avoids this bottleneck.

Yes. A registered trademark is a separate asset from your company name. Updating the proprietor's name needs its own application with the Trade Marks Registry.

Published figures vary by source and by your company's authorised capital and type, from capital-slab pricing similar to other MCA forms up to flat fees for larger companies. Confirm the exact figure the MCA V3 portal calculates before filing.

Yes, if your company has active PF or ESI registration, both need a name-update application with EPFO and ESIC once the new Certificate of Incorporation is issued.

There is no fixed statutory transition window for a voluntary name change. Best practice is to update letterheads, invoices, and your website promptly once the new Certificate is in hand, since invoices and formal communication after that date should show the new legal name.

Don't let a missed filing stall your name change

A missed 30-day MGT-14 deadline, a short special resolution or an expired RUN name can cost weeks. Let LegalDev India's CA and CS team carry your name change from board resolution to fresh certificate.