ALTERATION OF MEMORANDUM.pdf

notes

1. ALTERATION OF
MEMORANDUM OF
ASSOCIATION
Name-Dr. NidhiKhurana
Subject-Applied Economics
Paper –I Indian Companies
Act,2013

2. 1. ALTERATION OF NAME CLAUSE
Conditions of Alteration
a.Complying with the provisions of the Act [Sec 4(2) and (3)]
b.ApprovaloftheCentralGovernment-Noapprovalisrequiredonadditionordeletionoftheword
‘private’ontheconversionofanyoneclassofcompaniestoanotherclass.
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.Compliance with 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 documents with 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.
WhentheCentralGovernmentisoftheopinionthatthenameofthecompanyisidenticalor
similartotheexistingcompanyoranyproprietorofexistingtrademarkmakesanapplicationan
applicationtotheGovernmentforissuingdirectionstothecompanytochangeitsname.
Companyshallchangetheitsnamewithintheperiodof6months.
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 directors shall pass a special resolution in 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 resolution shall 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 creditors and debentureholderswith affidavit.-detailed information and amount due
to them .
d.Affidavit from directors as to employees-No employees shall be retrenched due to shifting
of office.
e.Filing copy of application to registrar.
f.Notice to creditors, debenture holders.
g.Sending copy of objections received to Central Government.
h.Hearing and consideration of 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.Publication of 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
another class by passing a special resolution and makes an application to 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 the Articles of
Association of the company.
b.Alteration can be effected in the capital by passing an ordinary resolution in the general meeting
of the company.
Alterationisforthefollowingpurposes-
a.Anincreaseofitssharecapitalbyissueofnewshares.
b.Consolidationofexistingsharesintosharesoflargeramounts.
c.Conversionoffullypaidsharesintostockorviceversa.
d.Cancellationofunissuedshares.
RegistrationandCertification
Memorandumofassociationofanycompanydefinesthescopeofitsactivitiesthatarerequiredfor
theIncorporationofthecompany.AlterationintheMOAofacompanyisaverycomplicatedand
lengthyprocedureandcarriedoutonlybyaspecialresolutionatthegeneralmeeting.

11. THANK YOU