Section 13 of the Companies Act, 2013
Section 13 of the Companies Act, 2013 deals with the Alteration of Memorandum of a company. Below is a detailed explanation:
Section 13 – Alteration of Memorandum
Key Provisions:
Alteration by Special Resolution:
A company may, by passing a special resolution, alter the provisions of its Memorandum of Association (MoA).
Registrar Filing:
Any alteration made in the memorandum must be filed with the Registrar of Companies (RoC) in the prescribed form and manner.
Change in Name:
For a change in name, the approval of the Central Government is required, except when the change relates only to the addition or deletion of the word “Private” due to conversion.
After approval, the Registrar will issue a fresh certificate of incorporation, and the change becomes effective from the date of this certificate.
Change in Registered Office (State Change):
When a company proposes to shift its registered office from one state to another, it must obtain approval from the Central Government.
This includes:
Sending notice to creditors, debenture holders, etc.
Filing the order with the RoC of both states involved.
The change becomes effective upon the RoC issuing the fresh certificate.
Effect of Alteration:
Upon registration by the Registrar, the alteration is binding.
It reflects in the altered Memorandum and is effective from the date of registration.
Purpose of Alteration of Memorandum:
Change in company’s name
Change in registered office (within or outside the state)
Change in object clause (business activity)
Change in capital clause
Change in liability clause
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