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Changing the name of a One Person Company (OPC) in India is governed by the Companies Act, 2013, and involves specific steps and compliance requirements to ensure the new name aligns with legal guidelines and is approved by the Ministry of Corporate Affairs (MCA). Below is a concise guide to the process, forms, and key considerations for changing an OPC's name, based on the latest provisions as of September 2025.
1. Board Resolution:
o Convene a board meeting (can be a single director decision for an OPC) to approve the proposed name change.
o Ensure the new name complies with MCA naming guidelines (Section 4(2) & (3) of the Companies Act, 2013):
o Must not be identical or too similar to existing company/LLP/trademark names.
o Should not be undesirable, offensive, or against public policy.
o Must include "One Person Company" or "OPC" in the name (e.g., "XYZ OPC Private Limited").
o Avoid restricted words (e.g., India, National) unless conditions met.
o Document the resolution in the minutes book, signed by the sole director.
2. Name Availability Check:
o Check the availability of the proposed name via the MCA portal's RUN (Reserve Unique Name) service.
o Submit up to two proposed names in order of preference.
o Provide the significance of the name (optional but recommended).
o Form: RUN web service (no physical form required).
o Fee: ₹1,000 per application (as per latest MCA fee schedule).
o Approval: Registrar of Companies (ROC) typically approves within 2-3 days if compliant.
3. Obtain Member’s Approval:
o Since an OPC has only one member, pass a special resolution (deemed equivalent to an Extraordinary General Meeting) approving the name change.
o Record the resolution in the minutes book, signed by the sole member.
o No need for an actual EGM due to OPC exemptions.
4. File Form with MCA:
o File Form INC-24 for approval of the name change by the Central Registration Centre (CRC).
o Attach:
o Copy of board resolution.
o Special resolution by the member.
o Name approval letter from RUN service.
o Altered Memorandum of Association (MOA) reflecting the new name.
o Proof of registered office (if applicable).
o File Form INC-1 (optional, if not using RUN) for name reservation.
o Fee: ₹1,000 for INC-24; additional fees based on authorized capital (e.g., ₹2,000 for ≤₹10 lakhs).
o Timeline: Approval typically within 7-10 days if documents are in order.
5. Update MOA and AOA:
o Amend the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the new name.
o File the altered MOA/AOA with Form INC-24.
o Ensure all company documents (letterheads, stamps, name boards) are updated post-approval.
6. Obtain New Certificate of Incorporation:
o Upon approval, the ROC issues a new Certificate of Incorporation with the updated name.
o This confirms the name change is legally effective.
7. Post-Name Change Actions:
o Update the company’s PAN and TAN with the Income Tax Department.
o Update GST registration (if applicable) via the GST portal.
o Inform banks to update account details, cheque books, and online banking.
o Update other registrations (e.g., MSME, PF, ESI, professional tax) as needed.
o Notify stakeholders (clients, vendors, etc.) and update business stationery, website, and name board.
o Update the registered office display and statutory records.
• Name Reservation Validity: Approved name via RUN is reserved for 20 days; file INC-24 within this period.
• Nominee Consent: If the name change impacts the nominee’s role or MOA, reconfirm nominee consent (Form INC-3).
• Penalties for Non-Compliance: Failure to update records or file forms can lead to fines (₹50,000+ for company, ₹10,000+ for director) or ROC action.
• Timeline: Entire process typically takes 15-30 days, depending on ROC processing.
• Exemptions for OPC: No need for an EGM or multiple board meetings; resolutions by the sole member/director suffice.
• Board and special resolutions (signed by sole director/member).
• RUN approval letter.
• Altered MOA/AOA.
• Proof of registered office (utility bill, rent agreement, NOC from owner).
• Director’s DIN and DSC for e-filing.
• Existing Certificate of Incorporation.
• Trademark Check: Verify the new name doesn’t infringe on existing trademarks via the IP India portal.
• Reason for Change: Common reasons include rebranding, business expansion, or alignment with activities. MCA may ask for justification.
• Professional Assistance: Engage a CA/CS for smooth filing, as errors can delay approval or attract penalties.
• MCA Portal: Use www.mca.gov.in for RUN and e-filing; ensure DSC is active for submissions.
• Update all statutory registers (e.g., members, directors).
• File annual returns (Form MGT-7A) and financials (Form AOC-4) by September 30, reflecting the new name.
• Ensure the new name is displayed at the registered office and on all official documents.
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