How to Change the Name of Private Limited Company

Thinking of giving your company a fresh identity? Whether it’s to reflect a new vision, align with your expanding business activities, ROC Compulsion or simply rebrand for better market presence, changing the name of a private limited company is a common move for many entrepreneurs. But here’s the catch: it’s a little tricky process

In India, the process of changing a company name is governed by the Companies Act, 2013 and involves multiple legal steps, approvals, and filings with the Ministry of Corporate Affairs (MCA). If done right, the transition is smooth, but if skipped or mishandled, it can delay operation and even attract compliance issues.

In this article, we shall walk you through the step-by-step guide on how to change the name of a private limited company along with legal provisions, common reasons for a name change, the entire ROC filing process, required documents, costs, timelines, and practical tips to avoid mistakes.

So, if you’re planning a rebrand or restructuring, let’s decode the process together to make sure your company gets its new name legally recognized without any hiccups.

Table of Contents

Legal Provisions Governing Change the Name of Private Company

Changing the name of a company is guided by clear provisions of the Companies Act, 2013, which outline the rules, approvals, and filings required to make the change valid.

Provision	Reference under Companies Act, 2013	What It Means in Simple Terms
Alteration of Memorandum	Section 13(2)	A company can change its name only by altering its Memorandum of Association (MOA) through a special resolution.
Approval of Central Government	Section 13(2) read with Rule 29 of the Companies (Incorporation) Rules, 2014	Any change of name requires approval of the Central Government (delegated to ROC/MCA), except in cases where only “Private Limited” or “Limited” is added or removed.
Special Resolution by Shareholders	Section 13(1)	A special resolution must be passed in a general meeting by shareholders approving the new company name.
Restriction on Similar or Undesirable Names	Section 4(2) & 4(3) read with Rule 8 of Companies (Incorporation) Rules, 2014	The proposed new name cannot be identical or too similar to an existing company or trademark, and it must not be undesirable or misleading.
Filing with Registrar of Companies (ROC)	Section 13(6)	Once approved, the altered MOA and AOA must be filed with ROC. Only after ROC issues a fresh Certificate of Incorporation, the new name becomes effective.

These legal provisions shall be adhered carefully, for changing the name of the company smoothly being fully compliant with the Companies Act, 2013.

Preliminary Reasons to Change the Name of Private Company

Changing the name of a private limited company is often a strategic decision. Businesses opt for a new name when they want to reflect growth, adapt to new opportunities, or resolve legal challenges. Below are some of the most common reasons explained in a simple manner:

Reason	Explanation
Rebranding for Market Presence	Companies change their name to create a stronger identity, improve brand recognition, or connect better with their target audience.
Expansion of Business Activities	When the company diversifies into new sectors or services, the old name may no longer represent the full scope of operations.
Merger, Acquisition, or Restructuring	In case of mergers or acquisitions, the name is often changed to reflect the new ownership, partnership, or combined identity.
Trademark or Legal Conflicts	If the existing name is similar to a registered trademark or violates naming guidelines, a change becomes necessary to avoid disputes.
Modernization and Trend Alignment	Companies may update their name to sound more contemporary, digital-friendly, or aligned with current market trends.
Regulatory Requirement	At times, regulatory bodies or the Ministry of Corporate Affairs (MCA) may direct a name change if it is found to be undesirable or misleading.

A company name is more than just a label; it is the first impression of your brand. Choosing to change it at the right time ensures better compliance, stronger market positioning, and a clear business identity.

Step-by-Step Process to Change the Name of Private Company

Step 1: – Pass Board Resolution in Board Meeting

Convene a board meeting to approve the proposal to change the company name and to authorize an application for name reservation.
Pass the board resolution and approve the draft notice and explanatory statement for the EGM.

Step 2: – File RUN (Reserve Unique Name) Application

Apply on the MCA portal using the RUN service to reserve the proposed new name.
Keep alternative name options handy and check for similarity with existing company names and trademarks to avoid rejection.

Step 3: – Call and Hold an Extraordinary General Meeting (EGM) to pass Special Resolution

Send statutory notice and hold the EGM.
Members must pass a special resolution to alter the Memorandum of Association and adopt the new name.
Attach the explanatory statement explaining the reason for change.

Step 4: – File INC-24 and MGT-14 within 30 Days

Within 30 days of passing the special resolution,
file Form MGT-14 (for filing the special resolution with ROC) and,
Form INC-24 (application for allotment of new name and alteration of MOA). Upload required documents such as the special resolution, altered MOA/AOA and board/EGM minutes.

Step 5: – ROC Approval and Issuance of Fresh Certificate of Incorporation

Once ROC/MCA is satisfied, it issues a fresh Certificate of Incorporation reflecting the new name.
The name change becomes legally effective from the date on this certificate.

Key Checklist of Documents to change the name of private Company

Changing the name of a private limited company in India requires filing specific documents with the Registrar of Companies (ROC). Below is a simple breakdown of the documents you need for a smooth approval process:

Board Resolution
Notice of Extraordinary General Meeting (EGM)
Special Resolution Passed in EGM
Explanatory Statement under Section 102
Altered Memorandum of Association (MOA)

Post-Approval Compliances

Updating Company’s Legal Records
Informing Banks, Vendors, and Stakeholders
Updating Licenses, PAN, TAN, and GST Records

Timeline and Cost to change the name of private Company

Changing the name of a private limited company involves multiple steps, approvals, and statutory filings with the Registrar of Companies (ROC). Both the time required, and the cost depend on how quickly documents are prepared and filed.

The process to change the name of a private limited company generally takes 4 to 6 weeks, depending on approvals from the Ministry of Corporate Affairs (MCA) and timely filing of documents.

Common Mistakes to Avoid to Change the Name of a Company

Many companies face unnecessary delays in the name change process due to small but critical errors. Avoiding these mistakes can save both time and cost:

Mistake	How to Avoid It
Proposing a Similar or Restricted Name	Check MCA’s name guidelines and conduct a trademark search before applying through RUN. Keep at least 2–3 alternative names ready.
Incomplete or Incorrect Documentation	Prepare a checklist of required documents such as Board Resolution, Special Resolution, altered MOA/AOA, and ensure accuracy before filing.
Delay in Filing Forms (MGT-14 & INC-24)	File the forms within the prescribed 30-day limit and keep digital signatures (DSCs) and supporting documents ready in advance.
Not Updating Stakeholders Post-Approval	Immediately inform banks, GST, PAN, TAN authorities, vendors, and clients once the fresh Certificate of Incorporation is issued.
Ignoring Legal Provisions	Review Section 13 of the Companies Act, 2013, and MCA rules, or consult a professional to ensure every step complies with the law.

A little preparation goes a long way. By choosing a compliant name, filing documents on time, and keeping stakeholders informed, companies can avoid delays and complete the name change smoothly.

Conclusion

It’s just not a branding decision to change the name of a private limited company; it is a legal process that requires strict compliance with the Companies Act, 2013 and approval from the Ministry of Corporate Affairs (MCA). From passing board and shareholder resolutions to filing forms with the Registrar of Companies and updating legal records, every step must be executed carefully.

By understanding the reasons for a name change, following the step-by-step process, preparing the required documents, and avoiding common mistakes, companies can complete the transition smoothly without facing unnecessary delays. A well-planned name change not only keeps your business compliant but also strengthens its brand identity in the market.

If you are planning to change your company’s name, the expert team of My Legal Business LLP ensures that you follow the legal provisions, maintain timely filings, and stay complaint with the law.