Changing a Company's Name, Objects or Registered Office in India: Process and Forms

A company's Memorandum of Association fixes its name, its registered office, and the business it's set up to carry on. As the company evolves, each of these may need to change: a rebrand, a move to a new office, or a new line of business. Each change has its own process under the Companies Act, 2013. This guide covers all three, along with changes to the Articles of Association.

Changing the Company's Name

Choose and reserve the new name

The new name is reserved through the MCA's RUN (Reserve Unique Name) service. It must not be identical or too similar to an existing company or LLP, or to a registered trademark, and certain words need special approval. The reservation lasts for a limited period, so the rest of the process should follow promptly.

The process

1. The board approves the proposed name change and calls a general meeting.
2. Shareholders pass a special resolution to change the name and alter the MoA and AoA.
3. The company files MGT-14 within 30 days of the resolution.
4. The company applies for the ROC's approval in Form INC-24.
5. Once approved, the ROC issues a fresh certificate of incorporation in the new name.

After the change

The company remains the same legal entity: contracts, assets, liabilities and legal proceedings all continue. For two years after the change, it must show its former name alongside the new one on its letterheads, website, invoices and signboards. PAN, TAN, GST, bank accounts and licences all need updating.

Changing the Object Clause

The object clause describes the business the company is set up to carry on. If the company moves into a line of business its objects don't cover, the clause should be altered.

1. The board approves the change and calls a general meeting.
2. Shareholders pass a special resolution altering the object clause.
3. The company files MGT-14 within 30 days, with the altered MoA.

The change takes effect when the ROC registers it. It's worth doing before starting the new activity, since banks, licensing authorities and GST officers often check the object clause.

Moving the Registered Office

The approvals needed depend on how far the office is moving:

• Within the same city, town or village: a board resolution, and Form INC-22 within 30 days.
• Outside the city but within the same ROC's jurisdiction: a special resolution filed in MGT-14, and INC-22.
• To an area under a different ROC in the same state: a special resolution, the Regional Director's confirmation through Form INC-23, and INC-22.
• To another state: a special resolution, the Regional Director's approval through INC-23 after notices to creditors and the state government and a newspaper advertisement, then filings with both ROCs.

An inter-state move is the most involved, and usually takes a few months. Moves within a city are simple, and should just be filed on time.

Changing the Articles of Association

The articles can be changed, or replaced entirely, by special resolution filed in MGT-14 within 30 days. This is common when an investor comes in and their rights, like board seats, anti-dilution protection or transfer restrictions, need to be written into the articles. If the articles contain entrenched provisions, those can only be changed if the stricter conditions set out for them are met.

At a Glance

• Name: RUN, special resolution, MGT-14, INC-24.
• Objects: special resolution, MGT-14.
• Registered office in the same city: board resolution, INC-22.
• Registered office elsewhere: special resolution, MGT-14, INC-22, and INC-23 if the Regional Director's approval is needed.
• Articles: special resolution, MGT-14.

Getting Help

Think Filing handles name, object clause, registered office and articles changes for companies, including the resolutions, ROC filings and the updates to PAN, GST, bank and licences that follow.