Changing the name of a company in India is a formal process governed by the Companies Act, 2013, and the Companies (Incorporation) Rules, 2014. It involves multiple steps, including obtaining approvals from the Board of Directors, shareholders, and the Registrar of Companies (RoC)/Central Government.

Here's a detailed breakdown of the company name change process in India:

I. Pre-Requisites & Important Considerations

Before initiating the name change, ensure the company is compliant with all statutory filings:

• No Default: The company should not be in default in filing its annual returns or financial statements with the Registrar of Companies (RoC).

• No Default on Deposits/Debentures: The company should not have defaulted in repayment of matured deposits or debentures or interest thereon. If any default exists, it must be rectified before applying for a name change.

• Central Government Approval: A change of name requires the approval of the Central Government (powers delegated to the RoC).

II. Step-by-Step Company Name Change Process

Step 1: Hold a Board Meeting & Pass Board Resolution

1. Convene Board Meeting: Issue a notice for a Board Meeting at least 7 days in advance to all directors.

2. Pass Board Resolution: In the meeting, the Board of Directors will:

   • Discuss and approve the proposal for changing the company's name.

   • Approve the proposed new name(s) (it's advisable to have 2-3 options in order of preference).

   • Authorize a Director or Company Secretary to file an application for name availability with the Ministry of Corporate Affairs (MCA).

   • Authorize the calling of an Extraordinary General Meeting (EGM) to obtain shareholder approval.

Step 2: Check Name Availability & Reserve New Name (RUN Form)

1. Name Search: Before applying, conduct a thorough name search on the MCA portal to check if the proposed new name is available and doesn't resemble any existing company, LLP, or registered trademark.

2. File RUN (Reserve Unique Name) Form:

   • Purpose: To apply for the reservation of the proposed new name.

   • Procedure: Log in to the MCA portal (www.mca.gov.in), navigate to "MCA Services" -> "Company e-Filing" -> "Incorporation Services" -> "RUN – Application for change of name of existing company."

   • Details: Enter the company's Corporate Identity Number (CIN), proposed names (up to 2), and a brief comment/reason for the name change.

   • Attachment: Attach a certified true copy of the Board Resolution passed in Step 1 (optional, but good practice).

   • Fee: Pay the prescribed fee (currently INR 1,000).

   • Approval: The Central Registration Centre (CRC) processes the application. If approved, the name is reserved for 60 days from the date of approval. If rejected, reasons will be provided, and you might get one resubmission opportunity within 15 days to propose alternate names.

Step 3: Hold Extraordinary General Meeting (EGM) & Pass Special Resolution

1. Issue Notice for EGM: Once the new name is approved by the RoC (via the RUN form), issue a notice for an EGM to all shareholders at least 21 clear days before the meeting date. The notice must include the agenda for changing the company's name and altering the Memorandum of Association (MOA) and Articles of Association (AOA).

2. Hold EGM & Pass Special Resolution: In the EGM, the shareholders will pass a Special Resolution (requiring 75% or more votes in favor) for:

   • Approving the change of the company's name from old to new.

   • Authorizing the alteration of the Name Clause in the Memorandum of Association (MOA).

   • Authorizing consequential changes in the Articles of Association (AOA) wherever the company's name appears.

   • Authorizing any director or company secretary to file the necessary forms with the RoC.

Step 4: File Form MGT-14 with RoC

1. Purpose: To file the Special Resolution passed in the EGM with the Registrar of Companies.

2. Form: MGT-14

3. Due Date: Within 30 days from the date of passing the Special Resolution in the EGM.

4. Documents to Attach (Certified True Copies):

   • Notice of the EGM along with the explanatory statement.

   • Special Resolution passed in the EGM.

   • Minutes of the EGM where the special resolution was passed.

   • Altered Memorandum of Association (MOA) reflecting the new name.

   • Altered Articles of Association (AOA) reflecting the new name.

   • Copy of Board Resolution for calling EGM and approving notice.

   • Consent for shorter notice (if EGM was held on shorter notice).

5. Filing: File the e-Form MGT-14 on the MCA portal.

Step 5: File Form INC-24 with RoC (Application for Central Government Approval)

1. Purpose: To obtain the Central Government's approval for the name change.

2. Form: INC-24

3. Due Date: After MGT-14 is filed and usually within 30 days of passing the Special Resolution (or within the 60-day name reservation period from RUN approval).

4. Details to fill in INC-24:

   • CIN of the company.

   • SRN (Service Request Number) of the approved RUN form.

   • Proposed new name.

   • Reason(s) for changing the company name.

   • SRN of the filed MGT-14 form.

   • Details of votes cast for and against the special resolution in the EGM.

   • A declaration stating that the company has not defaulted in filing annual returns/financial statements or repayment of deposits/debentures.

5. Documents to Attach (Certified True Copies):

   • Copy of the minutes of the EGM where the special resolution was passed.

   • Notice of the EGM and explanatory statement.

   • Altered MOA and AOA (ensure they reflect the new name).

   • Board Resolution authorizing the filing of INC-24.

   • Affidavit from the Director(s) confirming compliance with all requirements and no pending litigations against the company regarding shareholding/management, etc. (as per Rule 29(1) of Companies (Incorporation) Rules, 2014).

   • Any other approval order from sectoral regulators (e.g., RBI, SEBI, IRDA) if applicable.

6. Filing: File the e-Form INC-24 on the MCA portal.

7. Approval & New Certificate: If the RoC is satisfied with the compliance, it will approve Form INC-24 and issue a new Certificate of Incorporation in Form INC-25, reflecting the new name. The name change is complete and effective only upon the issuance of this new certificate.

III. Post-Change Compliances

Once the new Certificate of Incorporation is received:

1. Update MOA & AOA: Physically update all copies of the Memorandum and Articles of Association with the new name.

2. Company Seal/Rubber Stamp: Get a new company seal/rubber stamp with the new name.

3. Statutory Registers: Update all statutory registers (e.g., Register of Members, Register of Directors) with the new name.

4. Display New Name:

   • Paint or affix the new name, and the address of the registered office, on the outside of every office or place where the business is carried on, in a conspicuous position, in legible letters (local language and English).

   • The old name, along with the new name, must be displayed prominently at the registered office and on all business stationery for one year from the date of change.

5. Update PAN & TAN: Apply for an update of the company's name on its PAN and TAN with the Income Tax Department.

6. Bank Accounts: Intimate all banks where the company holds accounts about the name change and get the bank accounts updated.

7. GST Registration: Apply for an amendment in the GST registration to reflect the new company name.

8. Other Registrations/Licenses: Update the company name on all other government registrations, licenses, permits, and approvals (e.g., Shop & Establishment, Professional Tax, EPF, ESI, IEC, FSSAI, ISO certifications, trademark registrations).

9. Business Stationery & Website: Update the new name on all company letterheads, invoices, signboards, websites, social media pages, email signatures, business cards, brochures, etc.

10. Contracts & Agreements: Inform all parties to existing contracts, agreements, and other legal documents about the name change. While the change of name does not affect the rights or obligations of the company, it's good practice to inform.

11. Stakeholder Communication: Inform all stakeholders, including customers, suppliers, lenders, employees, and investors, about the name change.

12. Stock Exchanges (for Listed Companies): If the company is listed, it must notify the stock exchanges about the name change and comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Timeline

The entire process, from Board Resolution to obtaining the new Certificate of Incorporation, typically takes 10-15 working days, assuming all documents are in order and there are no objections from the RoC. However, it can extend if there are issues with name availability, document discrepancies, or departmental queries.