A company name change needs a special resolution of the members and Central Government approval through Form INC-24, after the new name has been reserved on MCA's RUN service for ₹1,000. The change takes effect only when the Registrar issues a fresh certificate of incorporation in the new name. This guide explains how to change a private limited company name step by step, what MCA checks, the government fees and what to update once the new name is approved.
Who can change a company name, and which names are allowed?
Any company can apply, but rule 29(1) of the Companies (Incorporation) Rules 2014 refuses a change of name to a company that has not filed annual returns or financial statements due with the Registrar, or has not repaid matured deposits or debentures or interest on them. The bar lifts once those filings or payments are made.
The new name must also pass the same tests as a name at incorporation:
- Similarity. Rule 8 treats names as the same after ignoring words like Private, Limited and Company, plurals, spacing and word order. Run your shortlist through the company name checker first.
- Government words. A name suggesting a link with the Central or a State Government, or with a local authority, needs the Central Government's prior approval (section 4(3) of the Companies Act 2013).
- A recently released name. Rule 8A(1)(w) bars a name released by another company's name change until three years have passed from that change.
One change needs no Central Government approval at all: adding or deleting the word "Private" because the company converts from one class to another (proviso to section 13(2)).
How to change a private limited company name, step by step
The process runs in two stages: reserve the new name, then approve it at a general meeting and apply in INC-24. Plan so that both filings land inside the 60 days for which MCA reserves a name for an existing company (proviso to section 4(5)(i)).
- Search the proposed names on MCA and the trade mark register; the company name search tool lists the variants to check.
- Hold a board meeting that approves the proposed names and authorises a director to apply.
- File RUN (Reserve Unique Name) with up to two proposed names and the ₹1,000 fee. The Registrar at the Central Registration Centre approves or rejects it, after allowing resubmission within 15 days to fix defects (rule 9).
- Once the name is approved, hold a board meeting that approves the altered memorandum and articles and calls a general meeting.
- Pass a special resolution at the general meeting on 21 clear days' notice, unless a private company's articles say otherwise, or on shorter notice if a majority in number of members holding at least 95% of the voting paid-up capital consent (sections 13(1) and 101(1)).
- File MGT-14 within 30 days of the resolution, quoting the RUN service request number (section 117).
- File INC-24 with the MGT-14 details and the voting result.
- The Registrar issues a fresh certificate of incorporation in Form INC-25, and the new name takes effect from that date (section 13(3) and rule 29(2)).
What does MCA check in MGT-14 and INC-24?
MGT-14 must quote the RUN service request number when the purpose is a change of name, and INC-24 then draws on the MGT-14 filing. Both are signed digitally on the MCA portal, and the resolution, the reserved name and the altered memorandum must match exactly.
From MCA's MGT-14 instruction kit and its INC-24 form page:
- One purpose only. When "alteration in memorandum for change in name" is selected in MGT-14, no other purpose can be chosen in the same form. A change of objects passed at the same meeting needs its own MGT-14, which Ofin's company object change service handles.
- Voting details. INC-24 asks how many members attended the meeting and how many votes and shares were cast for and against the resolution or abstained.
- Declarations. The company declares that it holds every approval the new name needs from the authorities concerned and that it is not in default on matured deposits, debentures or interest.
- Signatory. A director, manager, CEO, CFO or company secretary signs INC-24 under a board resolution.
What are the government fees for a company name change?
The government fees are ₹1,000 for RUN, ₹200 to ₹600 for MGT-14 depending on nominal capital, and an INC-24 application fee set by authorised capital, which is lower for OPCs and small companies. Ofin's fee for the full process starts at ₹9,999.
The Fees Rules price an application to the Central Government, such as INC-24, by authorised capital:
| Authorised capital | Other companies | OPCs and small companies |
|---|---|---|
| Up to ₹25 lakh | ₹2,000 | ₹1,000 |
| Above ₹25 lakh, up to ₹50 lakh | ₹5,000 | ₹2,500 |
| Above ₹50 lakh, up to ₹5 crore | ₹10,000 | Not listed |
| Above ₹5 crore, up to ₹10 crore | ₹15,000 | Not listed |
| Above ₹10 crore | ₹20,000 | Not listed |
Example. Saffronleaf Retail Private Limited (a made-up small company) has authorised capital of ₹10 lakh. Its government fees come to ₹1,000 for RUN, ₹400 for MGT-14 and ₹1,000 for INC-24, a total of ₹2,400. The same change for a company that is not a small company, with ₹50 lakh authorised capital, costs ₹1,000, ₹500 and ₹5,000, a total of ₹6,500.
Since 1 December 2025, a small company is a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, so more companies now qualify for the lower column. A late MGT-14 adds 2 to 12 times its normal fee, the same scale the MCA late fee calculator applies to DPT-3. Confirm the INC-24 fee on the portal before you pay, as MCA's instruction kits note that fees can change.
What timeline should you plan for a name change?
No official timeline covers the whole process. The fixed points are the 21-day notice for the general meeting unless shorter notice is agreed or a private company's articles allow less, 30 days to file MGT-14, and the 60-day life of the reserved name, so the meeting and both filings need planning around them.
RUN can be resubmitted within 15 days if the Registrar asks for corrections, which pushes back the approval date from which the 60 days run. INC-24 has no fixed decision period in the Act; since 16 February 2024 it has been processed, like MGT-14, at MCA's Central Processing Centre in Manesar, according to PIB. Until the fresh certificate is issued, the company keeps trading under its old name.
What changes after the new name is approved?
The new name applies from the date on the fresh certificate, but the old one does not disappear at once. Section 12(3) requires a company that has changed its name in the last two years to show the former name alongside the new one on its name boards, letters, bills and official notices.
- Your old name is locked. Under rule 8A(1)(w), no company can take the released name until three years have passed from your change, unless a competent authority directs otherwise.
- Records to update. Bank accounts, PAN, GST registration, contracts, invoices and the website all need the new name; for the brand itself, consider trademark registration.
- A forced change works differently. If a name is too close to an existing company or a registered trade mark, the Central Government can direct a change under section 16, and the company then has three months to comply.
Common reasons a name change is rejected or delayed
Most delays come from the name itself or from the company's filing record, both of which can be checked before anything is filed.
- A name too close to another. RUN is rejected if the name matches an existing company, LLP or registered trade mark under rules 8 and 8A.
- Pending annual filings. Rule 29(1) blocks the change until overdue returns and financial statements are filed; company annual compliance clears the backlog.
- A lapsed reservation. If the 60 days run out before INC-24, the name has to be reserved again with a fresh fee.
- Mismatched documents. The name in the resolution, the altered memorandum and the RUN approval must be identical, including the "Private Limited" suffix.
How Ofin handles a company name change
Ofin's CAs, CSs and legal professionals check your shortlist against MCA's naming rules, file RUN, draft the board and members' resolutions and the altered memorandum and articles, and file MGT-14 and INC-24 until the fresh certificate is issued. The work is 100% online, and we reply within 24 hours. Fees start at ₹9,999. Send your proposed names to get a fixed-price proposal.
