Change of explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 29 says when a company may change its name and how: no change for a company with unfiled annual returns or financial statements or unpaid matured deposits or debentures, until those are cured, and an application in Form INC-24. Rule 33A deals with the opposite situation, where a company ignores a direction to change its name and the Registrar allots a new name that starts with "ORDNC".
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. To change a name, see our change of name service.
A company that has not filed annual returns or financial statements due, or has failed to pay or repay matured deposits or debentures or interest, cannot change its name until it files the documents or pays. The application is in Form INC-24 with the fee, and a new certificate is issued in Form INC-25. Under rule 33A, a company that fails to change its name within three months of a direction under section 16(1) gets the name "ORDNC", the year, a serial number and its CIN, with a fresh certificate in Form INC-11C.
Rule 29: change of name
Rule 29(1): the bar and the proviso
The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar, or which has failed to pay or repay matured deposits or debentures or interest thereon. The proviso says the change of name shall be allowed upon filing the necessary documents or payment or repayment of matured deposits or debentures or interest thereon, as the case may be.
So the bar is not permanent. It lasts until the filing or payment is made. The rule prints no list of other documents and no look-back period; the test is what is "due".
The sub-rule was substituted by the Third Amendment Rules, 2016 of 27 July 2016. The earlier version, which spoke of "defaulted" in filing "any document", is in the notes and is not the rule today.
Rule 29(2): the application and certificate
An application shall be filed in Form No. INC.24, along with the fee, for change in the name of the company, and a new certificate of incorporation in Form No. INC.25 shall be issued consequent upon the change of name. The rule prints no fee amount; see our Rule 12 fee article.
Whether the proposed new name is acceptable is tested by rule 8 and rule 8A: see our articles on rule 8 and rule 8A, and on reservation under rule 9, our article on rules 9 and 9A.
Example: Zenith Print Works Private Limited wants to become Zenith Packaging Private Limited. It has not filed its latest financial statements. Under rule 29(1) the change is not allowed yet. It files the due statements, then applies in INC-24 with the fee and receives a new certificate in INC-25 once the name change is approved.
Rule 33A: allotment of a new name under section 16(3)
Rule 33A was inserted by the Fifth Amendment Rules, 2021 dated 22 July 2021.
Rule 33A(1): the "ORDNC" name
If a company fails to change its name, or new name, as the case may be, in accordance with a direction issued under sub-section (1) of section 16 of the Act within three months from the date of issue of the direction, then:
- the letters "ORDNC" (an abbreviation of "Order of Regional Director Not Complied"),
- the year of passing of the direction,
- the serial number, and
- the existing Corporate Identity Number (CIN) of the company
shall become the new name of the company without any further act or deed by the company. The Registrar then makes the entry of the new name in the register of companies and issues a fresh certificate of incorporation in Form No. INC-11C.
Proviso: nothing in sub-rule (1) applies where the e-form INC-24 filed by the company is pending for disposal at the expiry of three months from the date of issue of the direction by the Regional Director, unless the e-form is subsequently rejected.
Rule 33A(2): what the company must do afterwards
A company whose name has been changed under sub-rule (1) shall at once make the necessary compliance with section 12 of the Act. The statement "Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)" shall be mentioned in brackets below the name of the company wherever its name is printed, affixed or engraved.
Proviso: no such statement is required if the company later changes its name in accordance with section 13 of the Act.
| Point | Rule 29 | Rule 33A |
|---|---|---|
| Trigger | The company chooses to change its name | The company ignores a section 16(1) direction for three months |
| Form | INC-24 with fee | None by the company; Registrar acts |
| Certificate | INC-25 | INC-11C |
| Name | The new name applied for | ORDNC, year, serial number and CIN |
| Cure | File the due documents or repay deposits first | Later change of name under section 13 removes the bracketed statement |
For the Act, see our section 13 guide and the guide to sections 15 and 16. For the process in practice, see how to file Form INC-24 and how to change a company name.
Need help changing a company name?
A clean name change needs filings up to date, a name that clears the tests and the right INC-24. TaxClue can check the position, apply and complete the follow-up on licences and registrations; see our change of name page.
Key takeaways
- A name change is barred while annual returns, financial statements or matured deposit or debenture dues are outstanding; filing or payment lifts the bar.
- INC-24 with fee; a new certificate in INC-25.
- If a section 16(1) direction is not complied with in three months, the name becomes ORDNC, year, serial number and CIN, with a certificate in INC-11C.
- A pending INC-24 at the end of the three months stops rule 33A applying, unless the form is rejected.
- The statement "Order of Regional Director Not Complied" goes below the name until the company changes its name under section 13.
Read next
- Rule 8: when a name resembles too nearly an existing company
- Rules 9 and 9A: reservation of a name
- How to file Form INC-24 to change a company name
- Section 13 of the Companies Act, 2013: alteration of memorandum
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.