Chapter II - Incorporation of Company and Matters Incidental Thereto
Section 16
Section 16: rectification of company name
A company registered with a name too close to an existing company or qualifying registered trade mark may be directed to change it.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which,— (a) in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose; (b) on an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999 (47 of 1999), made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose. (2) Where a company changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to the Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and the memorandum. (3) If a company is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter: Provided that nothing in this sub-section shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
Introduction
Section 16 deals with a name problem discovered at original registration or after a name change. It allows Central Government direction following a company-name conflict or a timely application by a registered trade-mark proprietor.
Section 4 of the Companies (Amendment) Act, 2020 shortened the trade-mark route’s compliance period from six months to three months and replaced the former default fine with a government-allotted new name mechanism. That section came into force on 1 September 2021 under notification S.O. 2904(E) dated 22 July 2021.
Key takeaways
Company-name conflict
The Central Government may direct a name change if the name is identical or too nearly resembles an earlier registered company name.
Trade-mark route
A registered proprietor must apply within three years of the relevant incorporation or name registration; a direction gives three months to change the name.
Default mechanism
If the company fails to comply, the Central Government allots a new name and the Registrar issues a fresh certificate.
Identify the conflict and direction
For an earlier company-name conflict, read the Central Government’s opinion and direction under clause (a). For a trade-mark conflict, verify the applicant’s registered proprietorship, the three-year application period and the Government’s opinion under clause (b).
Change and notify
The company passes an ordinary resolution and changes the name within three months of the direction under either route. Within fifteen days after the change, give the Registrar notice and the Central Government order so the certificate and memorandum can be updated.
Address non-compliance
If the direction is not complied with, subsection (3) requires the Central Government to allot a new name in the prescribed manner and the Registrar to issue a fresh certificate. The company uses that name thereafter, but may later change it under section 13.
Practical preparation
Check the relevant earlier registration or trade-mark date; preserve the direction; calendar the three-month and fifteen-day periods; approve the ordinary resolution; file the order and notice; replace the name on statutory records after the fresh certificate.
Practical checklist
Do
- Verify the trade-mark proprietor’s application timing.
- Record the date the direction was issued.
- Use the certificate’s current registered name.
Avoid
- Do not assume an earlier name approval defeats a later section 16 direction.
- Do not keep using the former name after a government-allotted replacement certificate.
Illustrative example
Hypothetical: confusing trade-mark name
A registered trade-mark proprietor timely challenges a recently registered company name.
Apply
Submit the conflict application to the Central Government within the three-year limit.
Direct
If directed, the company passes an ordinary resolution and changes its name within three months.
Notify
File notice and the order with the Registrar within fifteen days after the change.
Outcome
- The Registrar updates the certificate and memorandum; failure to follow the direction can trigger a government-allotted name.
Glossary
- Rectification of name
- A required correction where a registered company name conflicts with an earlier company name or registered trade mark.
Frequently asked questions
How long does a directed company have to change its name?
Three months from the Central Government direction, after an ordinary resolution.
Can the government assign a new name after default?
Yes. Section 16(3) provides for allotment and a fresh certificate, without preventing a later section 13 name change.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026