Rectification of Company Name under Section 16 of the Companies Act, 2013
Section 16 provides a statutory mechanism for correcting a company name that is identical with, or too nearly resembles, the name of an existing company or a registered trade mark. The provision also prescribes what happens when a company does not comply with a direction to change its name.
Updated: 16 September 2026
What is rectification of a company name?
Rectification of name means the statutory correction or replacement of a company's registered name when the name should not continue because it conflicts with an earlier company name or, on a qualifying application, an existing registered trade mark. Section 16 is therefore different from an ordinary voluntary change of name under Section 13 of the Companies Act, 2013.
The original version of this page reproduced the earlier text of Section 16, including a six-month period for the trade mark case and monetary fines for continuing default. Those parts are no longer the current law and have been updated below.
Section 16: current legal position
Section 16(1)(a): name resembling an existing company
If a company, on first registration or after registration by a new name, is registered with a name which in the opinion of the Central Government is identical with or too nearly resembles the name of an existing company previously registered under the Companies Act, 2013 or any previous company law, the Central Government may direct the company to change its name. The company must comply within three months from the issue of the direction after adopting an ordinary resolution for the purpose.
Section 16(1)(b): name resembling a registered trade mark
A registered proprietor of a trade mark may apply to the Central Government where the company's name is identical with or too nearly resembles that registered trade mark. The statutory application must be made within three years of the company's incorporation, registration or change of name. If the Central Government forms the required opinion, it may direct the company to change its name, and the company must comply within three months of the direction after adopting an ordinary resolution.
Section 16(2): notice to Registrar
After a company changes or obtains a new name under Section 16(1), it must, within 15 days from the date of the change, give notice to the Registrar together with the Central Government's order. The Registrar then makes the necessary changes in the certificate of incorporation and memorandum.
Section 16(3): default in complying with the direction
The earlier fine-based provision has been replaced. If the company defaults in complying with a direction under Section 16(1), the Central Government is to allot a new name in the prescribed manner. The Registrar enters that name in the register and issues a fresh certificate of incorporation. The company must thereafter use the allotted name. This does not prevent a later change of name in accordance with Section 13.
Practical compliance after a direction under Section 16
| Stage | Key requirement |
|---|---|
| Direction issued | Identify the exact direction, deadline and name conflict stated by the competent authority. |
| Corporate approval | Section 16(1) requires an ordinary resolution for the change made pursuant to the direction. |
| Name and MCA filing | Use the applicable MCA name-change process and prescribed webforms. MCA's current INC-24 instruction kit describes INC-24 as the webform for reporting a change in name and identifies Section 13(2), Rule 29(2) and Rule 33A among the governing provisions. |
| Registrar update | Comply with Section 16(2), including the 15-day requirement for notice of the change together with the relevant order. |
| Post-change records | Update the company's statutory display, letterheads, records, registrations, contracts, bank and tax records as applicable. |
Rule 33A and the ORDNC name for non-compliance
Rule 33A of the Companies (Incorporation) Rules, 2014 implements Section 16(3). Where a company fails to change its name within three months of the direction, the prescribed default name is formed using the letters ORDNC ("Order of Regional Director Not Complied"), the year of the direction, its serial number and the company's existing Corporate Identity Number (CIN). The Registrar then enters the new name and issues a fresh certificate of incorporation in Form INC-11C.
The rule contains an important exception where e-form INC-24 filed by the company is pending for disposal at the expiry of the three-month period, unless that filing is subsequently rejected. A company renamed under Rule 33A must also make the required Section 12 compliance and display the prescribed statement concerning non-compliance below its name until it subsequently changes its name in accordance with Section 13.
Difference between rectification and voluntary change of name
| Point | Section 16 rectification | Section 13 voluntary change |
|---|---|---|
| Reason | Conflict with an existing company name or registered trade mark, followed by statutory direction. | Company chooses to alter its name subject to statutory approval and procedure. |
| Resolution referred to | Ordinary resolution under Section 16(1). | Generally alteration of memorandum by special resolution under Section 13, subject to applicable provisions. |
| Non-compliance | Can result in allotment of a new name under Section 16(3) and Rule 33A. | No comparable ORDNC mechanism merely because a voluntary proposal is not pursued. |
Related Companies Act provisions
For the surrounding statutory scheme, see Section 12 - Registered Office of Company, Section 13 - Alteration of Memorandum, Section 15 - Alterations to be noted in every copy and Section 17 - Copies of memorandum and articles to members.
This article is a general legal-information guide. For a live rectification direction, trade mark dispute or MCA filing, the applicable order, current rules, forms and facts should be checked before action is taken.