Steps to File a Name Change with MCA Online: Complete Process

The process to change a company name with MCA online involves four stages: board resolution, shareholder approval, application to the Registrar of Companies (RoC) for name availability, and filing the change with the RoC. You must first check name availability using the RUN (Reserve Unique Name) service on the MCA portal. Once the name is approved, you convene a board meeting, then an extraordinary general meeting (EGM) for shareholder approval, and finally file the necessary forms to effect the change.

The entire process is governed by Section 13 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014. The MCA has prescribed specific forms and timelines. The name change becomes effective only after the RoC issues a fresh Certificate of Incorporation bearing the new name.

You check name availability by filing the RUN (Reserve Unique Name) form on the MCA portal. This is the first step and must be done before any board or shareholder meeting. The RUN form requires you to propose up to six names in order of preference. The MCA system checks the proposed name against existing company names, registered trademarks, and the Emblems and Names (Prevention of Improper Use) Act, 1950.

The name must comply with the naming guidelines under Rule 8 of the Companies (Incorporation) Rules, 2014. It should not be identical or too similar to an existing company or LLP name. It should not contain words prohibited under the Emblems Act. The MCA typically processes RUN applications within 2-3 working days. If approved, the name is reserved for 20 days for new companies and 60 days for existing companies seeking a name change.

A board resolution must be passed first, followed by a special resolution passed by shareholders. The board meeting must approve the proposed name change and authorize the filing of the RUN form. After name approval from the MCA, the board must convene an extraordinary general meeting (EGM) to pass a special resolution under Section 13 of the Companies Act.

The special resolution requires at least 75% of the votes cast by shareholders. The notice for the EGM must be sent at least 21 days in advance, along with an explanatory statement detailing the reasons for the name change. The special resolution must be filed with the RoC in Form MGT-14 within 30 days of passing. This form is filed online on the MCA portal and requires the resolution text, board report, and explanatory statement as attachments.

The primary forms required are RUN (for name reservation), Form MGT-14 (for filing the special resolution), and Form INC-24 (for application to the RoC for change of name). The sequence is: RUN → Form MGT-14 → Form INC-24. Form INC-24 is the application to the RoC for approval of the name change and must be filed within 60 days of name reservation.

Form INC-24 requires attachments including the board resolution, special resolution, altered memorandum of association, and the original certificate of incorporation. The form is filed online with the prescribed fee, which varies based on the company's authorized capital. After filing, the RoC reviews the application and, if satisfied, issues a fresh Certificate of Incorporation with the new name. The entire process from RUN filing to fresh certificate typically takes 15-30 days.

After the MCA approves the name change, the RoC issues a fresh Certificate of Incorporation bearing the new name. This certificate is the conclusive evidence of the name change. The company must then update its name on all official documents, including letterheads, invoices, website, email signatures, and bank accounts. The company must also update its name with the Income Tax Department, GST authorities, and any other regulatory bodies.

The company must also update its name in the Register of Members and other statutory registers. The old name can continue to be used for a transitional period of 12 months for legal proceedings and contracts entered into before the name change. However, the company must ensure that all new documents and communications use the new name. Failure to update the name on official documents can attract penalties under the Companies Act.

If you are planning to change your company's name, start by checking name availability on the MCA portal using the RUN service. Given the procedural requirements and the need for accurate documentation, consult a qualified company secretary or corporate lawyer to ensure compliance with all legal formalities.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.