The registered name of a company is identical with or too nearly resembles:
The name of an existing company, OR
A registered trade mark.
## Two Routes for Rectification
### Route A: Central Government Acts Suo Motu (On its Own)
1. CG finds the registered name identical with/too nearly resembling an existing company name.
2. CG directs the company to rectify its name.
3. Company shall change its name within 3 months from CG's notice, by passing an ordinary resolution.
### Route B: Application by Registered Proprietor of Trade Mark
1. The registered proprietor of a trade mark believes the company's name is identical with/too nearly resembles his trade mark.
2. He applies to the Central Government.
3. Time limit: within 3 years of incorporation or change of name of the company.
4. CG, on receiving the application, directs the company to rectify its name.
5. Company shall change name within 3 months from CG's notice, by passing an ordinary resolution.
## Filing After Name Change
Within 15 days of name change, give notice to the Registrar along with CG's order.
Registrar shall make changes in certificate of incorporation and memorandum.
## Default by Company — Consequences
### (a) CG May Allot New Name
If company fails to comply with CG's direction:
CG shall allot a new name in the prescribed manner.
ROC enters new name in place of old.
ROC issues a fresh certificate of incorporation with the new name.
Company may subsequently change this name under Section 13.
### (b) Penalty
Person
Penalty
Company
Fine of ₹1,000 per day during default
Every officer in default
Min: ₹5,000; Max: ₹1,00,000
## Summary Table
Particular
Suo Motu by CG
On Trade Mark Owner's Application
Trigger
CG's own opinion
Application within 3 years of incorporation/name change
Resolution required
Ordinary
Ordinary
Time to change name
3 months from CG notice
3 months from CG notice
Notice to ROC
Within 15 days
Within 15 days
Worked example
### Example 1
Example 1: 'Reliance Beverages Pvt. Ltd.' was incorporated on 1st January 2023. On 15th February 2026, a registered trade mark holder of 'RELIANCE' applies to CG for rectification. Is the application maintainable?
Answer: Application must be made within 3 years of incorporation. 1st Jan 2023 + 3 years = 1st Jan 2026. Since the application was filed on 15th Feb 2026 (beyond 3 years), it is NOT maintainable under Section 16.
### Example 2
Example 2: ABC Ltd. received a CG direction on 1st March to change its name. By what date must ABC comply?
Answer: ABC must change its name by passing an ordinary resolution within 3 months from 1st March (i.e., by 31st May). Within 15 days thereafter, notice along with CG's order must be filed with ROC.
### Example 3
Example 3: What is the consequence if a company fails to comply with CG's direction under Section 16?
Answer:
CG shall allot a new name; fresh certificate of incorporation shall be issued.
Company: Fine ₹1,000 per day during continuing default.
Every officer in default: Fine between ₹5,000 and ₹1,00,000.
The company may subsequently change this CG-allotted name under Section 13.
⚠️ Common exam mistakes
Confusing the resolution requirement — Section 16 needs only an ordinary resolution (NOT special resolution).
Forgetting the 3-year time limit for the trade mark proprietor's application.
Stating 6 months instead of 3 months as time limit for name change after CG's direction.
Stating notice to ROC must be filed within 30 days instead of 15 days.
Bare-Act text Section 16 · The 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, may direct the company to change its name; or (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, made within 3 years of incorporation or registration or change of name of the company, the Central Government may direct the company to change its name. The company shall change its name within 3 months from the issue of such direction, after adoption of an ordinary resolution.