# Sections 15, 16, 17 - Document Management and Name Rectification

## Section 15 - Alteration to be Noted in Every Copy

### Requirement

Every alteration in MoA or AoA shall be noted in every copy thereof.

### Penalty for Default

Defaulter	Penalty
Company AND every OID	Rs. 1,000 for every copy issued without alteration

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## Section 16 - Rectification of Name of Company

### Two Grounds for Rectification

#### Ground A: Suo-Moto by CG (Resembles Existing Company Name)

If, through inadvertence or otherwise, a company is registered by a name which (in CG's opinion):

Is identical with, OR
Too nearly resembles

the name by which a company in existence had been previously registered:

Action:

CG may direct the company to change its name
Company shall change name within 3 months from such direction
Change shall be done by passing Ordinary Resolution (OR)

#### Ground B: On Application by Trade Mark Proprietor

On application by a registered proprietor of a trade mark:

Application made to CG within 3 years of incorporation/registration/name change
Name is identical/too nearly resembles a registered trade mark under Trade Marks Act, 1999

Action:

CG may direct change of name
Company shall change name within 3 months from direction
By passing Ordinary Resolution (OR)

### Filing with RoC

When the company changes its name or obtains new name:

Within 15 days from date of change
Give notice to RoC along with CG's order
RoC carries out necessary changes in CoI and memorandum

### Default in Complying with CG Direction

If company defaults in changing the name:

CG shall allot a new name to the company
RoC shall enter new name in register (in place of old name)
RoC issues fresh CoI with new name
Company shall use the allotted name thereafter

Note: Company may subsequently change this allotted name under Section 13 (normal procedure).

### Comparison: Section 13 vs Section 16 Name Change

Feature	Section 13	Section 16
Trigger	Voluntary	CG direction
Resolution	Special Resolution	Ordinary Resolution
Time	At company's choice	3 months from direction
Penalty for Non-compliance	NA	CG allots new name

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## Section 17 - Copies of MoA, AoA to be Given to Members

### Right of Member

On being requested by a member + payment of prescribed fees, the company shall send to him within 7 days of request:

Memorandum (MoA)
Articles (AoA)
Every agreement and resolution u/s 117(1) not already included in MoA/AoA

### Penalty for Default

Defaulter	Penalty
Company + every OID	Rs. 1,000/day during default (max Rs. 1 lakh) for each default

Worked example

### Example 1

Example - Section 15 Default: 'ABC Ltd' altered its AoA on 1st January 2026 to change member rights. They issue 50 copies of AoA without noting the alteration. Penalty = Rs. 1,000 × 50 copies = Rs. 50,000 each on company AND every OID.

### Example 2

Example - Section 16 CG Direction: 'Reliant Industries Pvt Ltd' was registered. CG notices it too nearly resembles 'Reliance Industries Ltd' (existing). CG directs name change. Reliant must pass OR (not SR) and change name within 3 months. If they don't, CG itself allots a new name.

### Example 3

Example - Section 16 Trade Mark: 'Apple Computers Pvt Ltd' was registered in 2025. In 2027 (within 3 years), Apple Inc (TM holder) applies to CG. CG agrees name resembles their TM. Company directed to change name within 3 months by OR.

### Example 4

Example - Section 17 Member Request: Mr. X (member of XYZ Ltd) requests a copy of MoA and AoA on 1st June 2026, paying the prescribed fee. Company must send these documents by 8th June 2026 (within 7 days). If they don't send for 30 days, penalty = Rs. 1,000 × 30 = Rs. 30,000.

### Example 5

Example - Section 16 Non-compliance Cascade: 'CopyCat Ltd' is directed to change name within 3 months. They ignore. CG allots a new name 'XYZ100 Ltd'. RoC enters it in register and issues fresh CoI. CopyCat must use 'XYZ100 Ltd'. Later, if they want a better name, they must go through normal Section 13 process.

⚠️ Common exam mistakes

Confusing the resolution type - Section 13 needs SR, Section 16 needs only OR for name change.
Missing the 3-year window under Section 16 for trade mark proprietor application.
Forgetting the 3-month timeline for compliance with CG direction.
Not knowing CG can allot a new name unilaterally if company defaults under Section 16.
Believing Section 17 obligation arises automatically - it requires member request AND payment of fees.
Confusing the 7-day timeline (Section 17) with 15-day (Section 16 filing) or 30-day (other filings).
Forgetting Section 15 penalty applies per copy issued - it can multiply substantially.

Bare-Act text Sections 15, 16, 17 · Companies Act, 2013 · click to expand

Section 16(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, it may direct the company to change its name and the company shall change its name within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.

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Sections 15, 16 & 17 - MoA/AoA Maintenance and Name Rectification

Worked example

⚠️ Common exam mistakes