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Microlesson · 5-min read

Alteration / Change of Name (Section 13)

# Alteration of Name (Section 13)

## Procedure Overview

1. Pass a Special Resolution in the general meeting.

2. Obtain written approval of the Central Government (now delegated to the Registrar of Companies).

3. File Form MGT-14 with ROC within 30 days of passing the special resolution, along with copy of CG approval.

4. The Registrar enters the new name in the Register of Companies and issues a fresh certificate of incorporation with the new name.

5. The change is complete and effective only on issue of fresh certificate of incorporation.

## When Central Government Approval is NOT Required

Approval of the Central Government is not necessary if the change merely involves addition or deletion of the word 'Private' to the name (e.g., conversion of public to private or vice versa).

## Conditions / Restrictions on New Name

(i) The new name shall not be:

  • Identical with or too nearly resemble the name of an existing company;
  • Undesirable in the opinion of the Central Government;
  • Such that its use would constitute an offence under any law.

(ii) Unless previous approval of CG is obtained, the name shall not contain any word or expression suggesting:

  • Connection with Government or State patronage, or
  • Such other word/expression as may be prescribed.

## Reservation Period for Existing Companies

For application of reservation/change of name by an existing company, the Registrar may reserve the name for a period of 60 days from the date of approval.

## Flow Chart

```

Special Resolution at GM

Apply to CG (via Registrar/RD) for approval

File MGT-14 within 30 days + CG approval copy with ROC

ROC enters new name, issues FRESH Certificate of Incorporation

Change effective ONLY on issue of fresh certificate

```

Worked example

### Example 1

Example: Sunrise Limited, a public company, wants to convert into Sunrise Private Limited. Is CG approval required for this change of name?

Answer: No. Approval of the Central Government is not necessary where the change relates merely to the addition or deletion of the word 'Private'. However, a special resolution is still required, and MGT-14 must be filed within 30 days.

### Example 2

Example: ABC Ltd. passed a special resolution on 1st April 2026 to change its name to 'ABC Global Ltd.' and received CG approval on 10th April 2026. From which date is the change effective?

Answer: The change is complete and effective only from the date of issue of the fresh certificate of incorporation by the Registrar, not from the date of the special resolution or CG approval.

### Example 3

Example: A company wants to adopt a name containing the word 'National'. Is special permission required?

Answer: Yes. Since the word suggests connection with Government or State patronage, previous approval of the Central Government is required before such a name can be adopted.

⚠️ Common exam mistakes

  • Treating the change of name as effective from the date of special resolution — it is effective only from the issue of the fresh certificate of incorporation.
  • Forgetting that CG approval is NOT needed for mere addition/deletion of 'Private' in the name.
  • Filing MGT-14 beyond 30 days from passing of special resolution.
  • Adopting a name that suggests Government patronage without prior CG approval.
Bare-Act text Section 13 · The Companies Act, 2013 · click to expand
The name of the company can be changed by a special resolution and with the written approval of the Central Government. The change shall be complete and effective only on the issue of a fresh certificate of incorporation with the new name.
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