This document summarizes the procedures for altering key clauses in the Memorandum of Association of an Indian company according to the Companies Act of 2013. It outlines the conditions and steps for altering the name, registered office, objects, liability, and capital clauses through various methods like by the company's own choice, change in activities, or government order. Special resolutions, approvals, notices, and registrar filings are generally required. The memorandum of association defines a company's scope and altering it is a complicated process only done via special resolution.
2. 1. ALTERATION OF NAME CLAUSE
Conditions of Alteration
a. Complying with the provisions of theAct [Sec 4(2) and (3)]
b. Approval of the Central Government- No approval is required on addition or deletion of the word
‘private’ on the conversion of any one class of companies to another class.
Procedure of Change in Name
By own choice of
the company
Change in
activities
Order of
Central
Government
3. 1.BY OWN CHOICE OF THE COMPANY- PROCEDURE
a. Compliancewith the provisions for choice of name.
b. Application for reservation of name to Registrar along with prescribed fee.
c. Reservation for sixty days.
d. Special Resolution.
e. Approval of Central Government-Application for approval shall be filed in form no. INC-24
along with fee.
f. Filing documentswith the registrar- (copy of d & e)
g. Entry in the register of companies.
h. Issue of fresh certificate- Certificate in form no. INC-25
4. 2.BY CHANGE IN ACTIVITIES OF THE COMPANY
When company changes its business activities and such change is not reflected in its name.
Company shall change the its name within the period of 6 months.
When the Central Government is of the opinion that the name of the company is identical or
similar to the existing company or any proprietor of existing trade mark makes an application an
applicationto the Government for issuing directionsto the company to change its name.
Company shall change the its name within the period of 6 months.
3. ORDER OF CENTRAL GOVERNMENT
.
5. 2. ALTERATION OF REGISTERED OFFICE CLAUSE
The place of registered office may be altered in any of the following ways-
Conditions-
a. Board of directors shall pass a special resolution for changing the place of registered office within the
same city.
b. Give notice of change to the registrar within 15 days of change in the place.
Registration and Certification
Conditions-
a. Board of directors shall pass a special resolution in the general meeting.
b. Give notice of change to the registrar within 15 days of change in the place.
Registration and Certification
1.Changing place within the same city
2.Changing place within the same state under jurisdiction of the same
registrar
6. 2. ALTERATION OF REGISTERED OFFICE CLAUSE (CONTD.)
Conditions-
a. Board of directorsshall pass a special resolutionin the general meeting.
b. Publication of notice- In newspapers in English or any principal language of the district.
c. Serving notice to creditors, debentureholders, depositors.
d. Application for confirmation to the Regional Director after one month of publication.
e. Confirmation by the Regional Director in one month.
f. Filing confirmation to the Registrar-for change of registered office within 60 days.
g. Registration and Certification- within 30 days.
3.Changing place within the same state under jurisdiction of the other
registrar
7. 2. ALTERATION OF REGISTERED OFFICE CLAUSE (CONTD.)
Conditions-
a. Special resolutionshall be passed in the general meeting of the company for change of
place of registered office including the name of the state.
b. Application for approval by Central Government.
c. List of creditorsand debentureholderswith affidavit.-detailed information and amount due
to them .
d. Affidavit from directors as to employees- No employees shall be retrencheddue to shifting
of office.
e. Filing copy of application to registrar.
f. Notice to creditors, debentureholders.
g. Sending copy of objectionsreceived to Central Government.
h. Hearing and considerationof application.
i. Order of Central Government within 60 days. Registration and Certification
4.Change of place from one state to another
8. 3. ALTERATION OF OBJECT CLAUSE
Conditions
a. Special resolution
b. Publicationof details of resolution in newspaper.
Conditions
a. Special resolution
Registration and Certification
1.Where company has unutilized money out of the money raised through
prospectus
9. 4. ALTERATION OF LIABILITY CLAUSE
Liability of members can be altered only if the company is converted from one class of company to
anotherclass by passing a special resolutionand makes an applicationto the Registrar.
Registration and Certification
10. 5. ALTERATION OF CAPITAL CLAUSE
Conditions
a. Authorised by article: The right to alter the share capital must be given in theArticles of
Association of the company.
b. Alterationcan be effected in the capital by passing an ordinary resolutionin the general meeting
of the company.
Alteration is for the following purposes-
a. An increase of its share capital by issue of new shares.
b. Consolidationof existing shares into shares of larger amounts.
c. Conversion of fully paid shares into stock or vice versa.
d. Cancellationof unissued shares.
Registration and Certification
Memorandum of association of any company defines the scope of its activities that are required for
the Incorporation of the company. Alteration in the MOA of a company is a very complicated and
lengthy procedure and carried out only by a special resolution at the general meeting.
![1. ALTERATION OF NAME CLAUSE
Conditions of Alteration
a. Complying with the provisions of theAct [Sec 4(2) and (3)]
b. Approval of the Central Government- No approval is required on addition or deletion of the word
‘private’ on the conversion of any one class of companies to another class.
Procedure of Change in Name
By own choice of
the company
Change in
activities
Order of
Central
Government](data:image/gif;base64,R0lGODlhAQABAIAAAAAAAP///yH5BAEAAAAALAAAAAABAAEAAAIBRAA7)