Company Name Change

A company changes its name by reserving the new name, passing a special resolution, altering the memorandum and articles, and filing MGT-14 and INC-24 with the Registrar. On approval a fresh certificate of incorporation is issued in the new name.

The company’s identity does not change. The CIN, PAN, contracts, assets, liabilities and history all continue — it is the same legal person under a different name. That is why a name change is preferable to incorporating a new company when rebranding.

What people underestimate is the tail. Every registration, licence, bank mandate, contract and invoice template carries the old name, and none of them update themselves.

Search the trademark register, not just the company register

The Registrar checks whether a name resembles an existing company. It does not clear you against every registered trademark. Companies approved by the MCA have received cease-and-desist notices weeks later from a trademark proprietor with a prior right. Search both registers before you commit to signage and packaging.

Reserved names expire

A name approved through RUN is reserved only for a limited period. Calling a general meeting with proper notice takes time, so the sequence has to be planned — approval first, then a meeting scheduled to complete inside the reservation window, not the other way round.

The old name follows you for two years

For two years after the change, the company must display its former name alongside the new one on business letters, invoices and other official documents. This is a statutory requirement and is routinely overlooked.

Existing contracts continue

The company is the same legal person, so contracts, licences and litigation continue unaffected. Novation is not required. It is nonetheless sensible to notify counterparties and record the change, because payment and invoicing systems on the other side will not recognise the new name.

Certain changes need more

Adding or removing “Private”, converting between company types, or adopting a name suggesting government patronage or a regulated activity involves additional approvals. Sector regulators — RBI, IRDAI, SEBI — require their own no-objection before the Registrar will act.

Name reservation and filings are made on the MCA portal; trademark searches on the Intellectual Property India register.

Update PAN and TAN records, amend GST registration, change the bank mandate, and update every licence — FSSAI, IEC, Shops and Establishment, professional tax, industry approvals. Each is a separate application and none happens automatically.

Refresh invoices, letterheads, purchase orders, the website, email signatures, statutory registers and the board outside the registered office. Section 12 requires the current name to be displayed, and the former name to appear alongside it for two years.

If the new name is worth protecting, file the trademark application now rather than later. The MCA approval gives you the right to be called that; only a trademark stops someone else using it.