One of the first steps in the formation of a company is to prepare a document called the memorandum of association (hereinafter referred to as MoA). The MoA of the company contains the fundamental conditions upon which alone the company has been incorporated. In general the MoA regulates the company’s external affairs while the articles of association regulate its internal structure.

Contents of Memorandum

According to section 4 of Companies Act, 2013, the memorandum of association of every company must contain the following clauses:

1. Name Clause: The name of the company with ‘limited’ as the last word of the name in the case of a public limited company and with ‘private limited’ as the last word in the case of a private limited company.
2. Registered Office Clause: The state in which the registered office of the company is to be situated.
3. Object Clause: The objects of the company to be mentioned.
4. In the case of companies with object not confined to one state, the states to whose territories the objects extend.
5. Liability Clause: The liability of members is limited if the company is limited by shares or by guarantee.
6. Capital Clause: In the case of a company having a share capital, the amount of share capital with which the company proposes to be registered and its division into shares of a fixed amount.
7. Subscription Clause

As per Section 13 of Companies Act, 2013, in case of alteration of Memorandum of Association, special resolution needs to be passed by the company. Such resolution shall be filed within 30days, in Form MGT-14 to the Registrar.

Alteration in Name Clause of the Company i.e. name of company shall only change after prior approval of Central Government and subject to same conditions as applicable while initial name approval.

However no approval shall be needed in case of addition or deletion 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.

When any change in the name of a company is made as above, 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.

For change in Registered Office Clause i.e. change in  address of company, refer detailed procedure herein.

Change in Object Clause: 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—

(i) the details 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;

(ii) the dissenting shareholders (i.e. who don’t agree for such change of objects) 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.

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.

Any alteration of the memorandum, in the case of a company limited by guarantee and not having a share capital, to give any person a right to participate in the divisible profits of the company otherwise than as a member directly or indirectly, shall be void.

No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.

Bare Act:

Section 13. Alteration of memorandum.— (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.

(2) Any change in the name of a company shall be subject to the provisions of subsections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:

Provided 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.

(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.

(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.

(6) Save as provided in section 64, a company shall, in relation to any alteration of its memorandum, file with the Registrar—

(a) the special resolution passed by the company under sub-section (1);

(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.

(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—

(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;

(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.

(10) No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section. 32