Section 13: Alteration of memorandum
This section is for outlining the procedure for a company to alter its memorandum, including changing its name, moving its registered office, or changing its objectives.
The section, clause by clause
What the section says
In plain terms
(1)Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.
A company can alter its memorandum by special resolution, as long as it follows the procedure outlined in this section.
(2)Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:
Changing a company's name requires Central Government approval in writing, unless the change is just to add or remove the word "Private" due to a company type conversion.
provisoProvided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
(3)When any change in the name of a company is made under sub-section (2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
When a company's name is changed, the Registrar will update the register and issue a new certificate of incorporation, which makes the change official.
(4)The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.
To move a company's registered office from one state to another, the company needs approval from the Central Government.
(5)The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that the sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge.
The Central Government will decide on the application to move a company's registered office within 60 days, and may check that the company has its creditors' consent or has made sufficient provision for its debts.
(6)Save as provided in section 64, a company shall, in relation to any alteration of its memorandum, file with the Registrar—
A company must file its special resolution and any Central Government approval with the Registrar when altering its memorandum.
(6)(a)the special resolution passed by the company under sub-section (1);
(6)(b)the approval of the Central Government under sub-section (2), if the alteration involves any change in the name of the company.
(7)Where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in such manner as may be prescribed, who shall register the same, and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.
If a company moves its registered office to another state, it must file a certified copy of the Central Government's approval with the Registrars of both states.
(8)A company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and—
A company that has raised money from the public through a prospectus cannot change its objectives unless it passes a special resolution, publishes the details, and gives dissenting shareholders a chance to exit.
(8)(i)the details, as may be prescribed, in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating therein the justification for such change;
(8)(ii)the dissenting shareholders shall be given an opportunity to exit by the promoters and shareholders having control in accordance with regulations to be specified by the Securities and Exchange Board.
(9)The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with clause (a) of sub-section (6) of this section.
The Registrar will register any change to a company's objectives within 30 days of receiving the special resolution.
(10)No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.
An alteration to a company's memorandum is not effective until it has been registered.
(11)Any alteration of the memorandum, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void.
Any change to a guarantee company's memorandum that tries to give someone a right to profits without being a member is void.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 1 of 2018, s. 6, for “within fifteen days” (w.e.f. 27-7-2018).
- 2. Ins. by Act 22 of 2019, s. 4 (w.e.f. 2-11-2018).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.