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Rectification Of Name Of Company Under Companies Act,2013 - MCA Clarification & Comparative Study

Updated: Aug 27, 2019

Under Section 16 of the Indian Companies Act, 2013, states that in any case, if the Central Government by suo motu or by


representation of an interested party direct the company to change its name based on the query submitted. Said process of change of name is called rectification of the company name under Section 16. The changes can be directed after online company registration in order to prevent the interested parties and the company from conflict of the goodwill and interest due to conflicting identity in the market. The process of rectification of company’s name under Section 16 of Indian Companies Act is mainly prescribed to make correct the mistake of Registrar of Companies in approving the name.


Ministry of Corporate Affairs (MCA) has issued a “clarifying” circular for provisions relating to rectification of name of company with reference to cases related to Companies Act, 2013 with corresponding provisions of Companies Act, 1956.

As per the circular no 04/2017 dated 16th May, 2017,

“A representation was received from Regional Director, Mumbai seeking clarification as to whether Regional Directors can entertain, fresh applications under section 16 of 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.

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.

This issues with approval of the Secretary, MCA.”


The Comparative Study Between the acts are stated as follows -


The Companies Act, 1956


22(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-

(I) in the opinion of the Central Government, is identical with, or too nearly resembles, the name by which a company in existence has been previously registered, whether under this Act or any previous companies law, the first mentioned company, or

(ii) on an application by a registered proprietor of a trade mark, is in the opinion of the Central Government identical with, or too nearly resembles, a registered trade mark of such proprietor under the Trade Marks Act, 1999, such company,

(a) may, by ordinary resolution and with the previous approval of the Central Government signified in writing, change its name or new name ; and

(b) shall, if the Central Government so directs within twelve months of its first registration or registration by its new name, as the case may be, or within twelve months of the commencement of this Act, whichever is later, by ordinary resolution and with the previous approval of the Central Government signified in writing, change its name or new name within a period of three months from the date of the direction or such longer period as the Central Government may think fit to allow.


The Companies Act, 2013

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, 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, 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 six months from the issue of such direction, after adopting an ordinary resolution for the purpose.



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