How to Change a Private Limited Company's Name in India

A name change alters what the company is called. It does not create a new company. The Registrar enters the new name in the register of companies in place of the old one and issues a fresh certificate of incorporation, and the company carries on as the same entity. Ask your company secretary how the change affects any contract with specific clauses on name changes.

That is why the process has two halves: the legal approval, which ends with the ROC's fresh certificate, and the operational update, where you take that certificate to every bank, tax department, customer and supplier that knows you by the old name.

1. Shortlist names and check availability. Search the MCA company and LLP name records and the trade mark register. Avoid names identical or too similar to existing companies, LLPs or registered trade marks, and words that need special approval.
2. Apply for name reservation. File the name reservation application on the MCA portal with a short note on the significance of the proposed name. If the ROC rejects it, revise and reapply rather than starting the approvals early.
3. Hold a board meeting. Once the name is reserved, the board approves the proposed change, approves the altered name clause of the memorandum and articles, and authorises a director or company secretary to convene the general meeting and handle filings.
4. Pass a special resolution in a general meeting. Shareholders approve the change of name and the consequential alteration of the memorandum and articles by special resolution, with notice and explanatory statement as the Act requires.
5. File the special resolution with the ROC. The resolution is filed in the prescribed e-form with the notice, explanatory statement and altered memorandum and articles attached.
6. File the change-of-name application. The company applies to the ROC for approval of the change, linked to the name reservation and the resolution filing.
7. Receive the fresh certificate of incorporation. The new name is effective from the date on this certificate, not from the date of the shareholder meeting.
8. Update statutory records and the outside world. Amend the memorandum and articles kept on file, the statutory registers and every external record listed in the checklist below.

Record both meetings properly. The guide on preparing board meeting minutes for a private company covers what the minutes should capture, and the statutory registers guide explains which registers carry the new name afterwards.

Start only after the fresh certificate is issued. Before that date the old name is still the legal name, and invoices or bank documents in the new name can create mismatches.

• ✓Bank accounts: submit the certificate, special resolution and updated board resolution for signatories; request new cheque books and update net-banking and payment gateway profiles.
• ✓PAN: apply for a correction of the company name in PAN records; the PAN number itself stays the same.
• ✓TAN: update the deductor name so TDS returns and certificates match.
• ✓GST: file a core-field amendment for the legal name on the GST portal for each registration, and update e-invoice and e-way bill profiles.
• ✓Udyam, professional tax, shops and establishment, import-export code and other licences: update each registration separately.
• ✓Letterheads, invoices, quotation templates, email signatures, website footer, seal and signboards at the registered office and other places of business.
• ✓Contracts: notify customers, suppliers, landlords, lenders and insurers in writing, attaching the certificate; most need a letter rather than a new contract, but check any clause on notices or change of name.
• ✓Customer and vendor masters: ask parties to update your name in their records so TDS credits, GST input tax credit and payments flow correctly.
• ✓Trade marks, domain names and app store or marketplace seller accounts.
• ✓Employment records, payroll, provident fund and employee state insurance registrations.
• ✓Accounting software company profile and invoice series, keeping prior-period records unchanged.

If you are also moving the registered office at the same time, treat it as a separate change with its own approvals; the guide on changing a registered office within the same city sets out that process. For the GST side, see the private limited company GST registration guide.

The Companies Act requires a company that has changed its name to show its former name alongside the new one, for a period set by the Act, on the signboards and business documents where the name must appear. Confirm the period with your company secretary and add a line such as 'formerly known as' to letterheads and invoices for that time.

• Ordering new stationery or changing invoices before the fresh certificate is issued.
• Passing resolutions before the name is reserved, then having to redo them when the name is rejected.
• Choosing a name that clashes with a registered trade mark, which can lead to a direction to change it again.
• Updating GST but not PAN, or the reverse, so tax records carry two different names.
• Forgetting the bank, so incoming payments in the new name are held or returned.
• Missing overdue annual filings; the ROC may not process a name change while filings are pending. The guide on overdue ROC filings explains how to clear them.

This guide covers a voluntary name change by a private limited company. It does not cover conversions between company types, LLP name changes, or a name change directed by the government or the registrar; take advice for those cases.