Company Name Change Procedure in India — RUN, Special Resolution and MCA Filing

A company can change its name at any point in its lifecycle — to reflect a change in business, rebranding, or as required by law. The name change of a company incorporated under the Companies Act 2013 involves a structured process through the MCA-21 portal, requiring Board approval, shareholder approval, and ROC confirmation. Here is the complete step-by-step guide.

Step 1 — Check Name Availability (RUN)

Before initiating the name change, check whether the proposed new name is available using the RUN (Reserve Unique Name) service on the MCA-21 portal. The proposed name must comply with the name availability guidelines — not identical or similar to an existing company, not offensive, not violating trademark rights.

Step 2 — Board Resolution

The Board of Directors passes a resolution:

• Approving the proposed new name
• Approving the filing of RUN application with ROC
• Authorising a Director or Company Secretary to make all necessary filings

Step 3 — Name Reservation through RUN

File the RUN application on MCA-21 portal with the proposed name and reason for change. Once approved, the name is reserved for 20 days — proceed immediately with the next steps.

Step 4 — Extraordinary General Meeting (EGM) — Special Resolution

A name change requires approval of shareholders by Special Resolution (75% majority of votes cast) in an EGM or through postal ballot. The notice of EGM must include the proposed new name and reasons for the change.

Step 5 — Filing Form INC-24 with ROC

After the Special Resolution is passed, file Form INC-24 with the Registrar of Companies within 30 days of passing the special resolution. Form INC-24 includes:

• Certified true copy of the Special Resolution
• RUN approval letter
• Altered Memorandum of Association (with new name)
• No-objection certificate (if required — e.g., from a Central Government ministry for use of certain words)

Step 6 — New Certificate of Incorporation

The ROC reviews Form INC-24 and issues a new Certificate of Incorporation in the new name. The company's CIN remains the same, only the name changes. The COI date of the company also remains the original incorporation date.

Step 7 — Post Name Change Compliance

• Update company name on all letterheads, signboards, invoices, contracts and agreements
• Update GSTIN — intimate the change on the GST portal (GSTIN remains the same)
• Update bank accounts — inform all bankers with new COI and board resolution
• Update trademark registrations if any
• Update PAN (if required), TAN records
• Update all regulatory licences — FSSAI, IRDAI, SEBI, etc.

Conclusion

Company name change is a multi-step process requiring ROC, shareholder and possibly central government approvals — followed by extensive post-change compliance across registrations and agreements. SPOTON manages end-to-end company name changes for businesses across Kerala. Contact us for expert company law and MCA compliance services.