Section 16 of Companies Act, 2013 – Rectification of Name of Company

SECTION 16. RECTIFICATION OF NAME OF COMPANY

[Effective from 1st April, 2014]

(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][1], 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][1] 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] [1], 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 six 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] [1], who shall carry out necessary changes in the certificate of incorporation and the memorandum.

(3) If a company makes default in complying with any direction given under sub-section (1), the company shall be punishable with fine of one thousand rupees for every day during which the default continues and every officer who is in default shall be punishable with fine which shall not be less than five thousand rupees but which may extend to one lakh rupees.

[1] Powers of Central Government delegated to Regional Directors vide Notification No. No. S.O. 4090(E) dated 19th December, 2016.

 

Applicable Circular

Clarification regarding applicability of Section 16(1(a) of the Companies Act, 2013 with reference to cases under corresponding provisions of Companies Act, 1956

General Circular No. 04/2017 dated 16^th May, 2017

A representation was received from Regional Director, Mumbai seeking clarification as to whether Regional Directors can entertain, fresh applications u/s 16 (If the Companies Act, 2013 in respect of applications which were earlier rejected by them under Companies Act, 1956 on the ground of being time-barred as the prescribed period of twelve months had been completed (under Section 22 (1) (ii) (b) of the Companies Act, 1956). It was expressed that Section 16 of the Companies Act, 2013 does not specify any time limitation.

2. The matter has been examined in consultation with D/o Legal Affairs and it is clarified that applications that were rejected by Regional Directors under Section 22(1)(ii)(b) of the Companies Act, 1956, on the ground that such applications were made after the requisite period of twelve months specified therein, cannot apply afresh under Section 16 (1)(a) of the Companies Act, 2013, as the extinguished limitation cannot be considered to be revived even if no limitation period has been prescribed/ laid down in the said section.