Company Name ChangeMCA Filing in India

A company name change in India is governed by Section 13 of the Companies Act 2013, which allows a company to alter its Memorandum of Association (MOA) — including the name clause — subject to passing a Special Resolution by shareholders and obtaining approval from the central government (MCA). The process is formal, requires multiple sequential steps, and results in the Registrar of Companies (ROC) issuing a fresh Certificate of Incorporation with the new name.

Critically, a company name change does not affect the company's legal continuity. The Corporate Identification Number (CIN) remains the same — meaning all existing contracts, bank accounts, licenses, and obligations remain valid. However, the name on each of these must be updated through formal notifications and amendments to reflect the new company name. Failure to update these records promptly can create legal inconsistencies and compliance gaps.

The name change process can be initiated by the company voluntarily (rebranding, business pivot) or as a mandatory direction from MCA or ROC under Section 16 — typically when the ROC determines that the existing name is misleading, too similar to another company, or violates naming guidelines. In such cases, the company has a specified period to comply with the name change direction.

A Special Resolution — requiring at least 75% of the votes cast by shareholders — is the highest threshold of shareholder approval under the Companies Act 2013. For a name change, this means that at least three-quarters of the shareholding must vote in favour of the proposed new name at an Extra-ordinary General Meeting (EGM) or through a postal ballot process.

The EGM notice must be sent to all shareholders, directors, and auditors at least 21 clear days before the meeting. "Clear days" means the day of dispatch and the day of the meeting are not counted — so the actual notice-to-meeting gap is typically 23+ calendar days. If 95% of shareholders consent in writing, the meeting can be called at shorter notice — a provision that substantially compresses the timeline for closely-held companies with a small number of shareholders.

After the Special Resolution is passed, Form MGT-14 must be filed with the ROC within 30 days with a certified copy of the resolution. This is a separate mandatory filing from INC-24 and carries its own penalty of ₹500/day for delayed filing. Taxvio tracks both filings as part of the name change package to ensure full compliance.

Once the Special Resolution is passed, the proposed new name must be approved by the central government (processed through MCA's ROC) before INC-24 can be filed. There are two routes for this name approval:

RUN (Reserve Unique Name) Form: A standalone name reservation application on the MCA21 portal. RUN allows up to 2 proposed names, requires a brief explanation of the name's significance, and typically returns an approval or rejection within 2–5 working days. RUN approval is valid for 20 days, within which INC-24 must be filed.

SPICe+ Route: For companies undergoing name changes alongside other changes to their Memorandum of Association, SPICe+ allows an integrated filing. However, for a standalone name change, RUN is the more commonly used and faster route. Taxvio advises on the appropriate route based on your specific situation and whether any other amendments are being made simultaneously.

Many companies complete the INC-24 filing, receive the new Certificate of Incorporation, and then discover that the name change journey is only half done. Every registration, license, contract, and bank account that carries the old company name must be formally updated — and each update has its own process, timeline, and documentation requirement.

The most critical immediate updates are: PAN name change (through NSDL/UTIITSL — required for all tax filings and TDS certificates to reflect the new name), GST registration amendment (through the GST portal — mandatory within a reasonable period to avoid mismatches in invoices and GSTR filings), and bank account name update (present the new CoI and board resolution to all banks where the company holds accounts).

Sector-specific registrations — FSSAI, IRDAI, SEBI, RBI authorisations, drug licenses, trade licenses — each have their own amendment procedures and must be updated through the respective regulatory body. Failure to update these creates a situation where your CoI says one name but your license says another — which can cause problems during audits, due diligence, or customer verification. Taxvio provides a tailored post-change checklist based on your company's specific regulatory profile.

A One Person Company (OPC) can also change its name following the same general process under Section 13 — but with one important structural difference: since an OPC has only one member, the "Special Resolution" is effectively the written consent of the sole member recorded in the OPC's registers. There is no EGM to convene since there is only one shareholder.

The sole member's consent must be recorded in writing and filed with MCA as part of the INC-24 application. The nominee director's role in an OPC name change is administrative — they are notified but do not vote on the resolution. As with all OPC filings, the sole director's Digital Signature Certificate (DSC) is required for all MCA form submissions.