Corporate and Other Laws · Incorporation of Company and Matters Incidental Thereto

Memorandum of Association: Clauses and Alteration (CA Intermediate)

Updated 4 October 2026 · Fact-checked

The memorandum of association is the charter of a company. It states the name, registered office State, objects, liability and capital, with subscribers' details. A company alters it by special resolution under section 13, plus Central Government approval for a name change or a shift of registered office to another State. Answer by clause, then procedure.

Understand Memorandum of Association

The memorandum of association (MOA) is the document that sets out the company's constitution and the limits of its powers. Anyone dealing with the company can read it from the Registrar's records. It tells the world what the company is, where it is based and what it may do.

The memorandum has clauses. For an ordinary company these are the name clause, the registered office clause (the State), the object clause, the liability clause and the capital clause, plus the association clause with subscribers' names and shares. The section text I am working from does not list these clauses for ordinary companies, so learn the list from your study material. It does list the clauses for a Producer Company (section 378F). There the name must end with the words "Producer Company Limited", the main objects must be among those in section 378B, and no subscriber may take less than one share.

The doctrine of ultra vires follows from the object clause. Under settled case law, an act beyond the objects clause is ultra vires and void, and the members cannot ratify it. This rule comes from case law, not from a section of the Act in the text I am working from. It is why section 13 matters: a company can widen or change its objects only through the proper procedure.

The general rule in section 13(1) is that, save as provided in section 61, a company may alter its memorandum by special resolution after following the section's procedure. Each clause has its own extra conditions. Name, registered office and objects are the three most examined. No alteration has any effect until it is registered (section 13(10)).

Key rules to remember

General power to alter: Alteration of memorandum = special resolution + compliance with section 13 procedure; Section 13(1). Applies save as provided in section 61 (share capital alteration).
Name change: Special resolution + written Central Government approval + fresh certificate of incorporation; Section 13(2) and (3). Change is complete and effective only on issue of the fresh certificate. No approval is needed if the only change is deleting or adding the word "Private" on conversion between classes of company.
Registered office shift to another State: Special resolution (section 13(1)) + Central Government approval (section 13(4)); The special resolution comes from the general rule in section 13(1). Section 13(4) separately requires Central Government approval, and without it the alteration has no effect. Under section 13(5) the Central Government disposes of the application within 60 days and may check creditor consent or adequate provision or security for debts.
Filing with Registrar: File special resolution; also the Central Government approval if the name changes; Section 13(6). For a State shift, certified copy of the order is filed with the Registrar of each State, and the new State's Registrar issues a fresh certificate (section 13(7)).
Objects change after prospectus money raised: Special resolution + newspaper publication (one English, one vernacular) + website + exit for dissenting shareholders; Section 13(8). Applies where unutilised money raised through prospectus remains. The justification must be indicated.
Registration of object alteration: Registrar registers and certifies within 30 days of filing the special resolution; Section 13(9).
Section 8 company: Alteration of memorandum or articles: previous Central Government approval. Conversion into another kind of company: only after complying with prescribed conditions; Section 8(4)(i) for alterations of the memorandum or articles. Section 8(4)(ii) for conversion into a company of any other kind.
Producer Company objects: Special resolution, not inconsistent with section 378B; copy of amended memorandum and resolution filed within 30 days; Section 378H(2) and (3). The copy of the resolution is certified by two directors.

How to solve Memorandum of Association questions

Use the same method for any question on the memorandum or its alteration.

1Identify the clause involved: name, registered office, objects, liability or capital.
2Identify the type of company: ordinary company, section 8 company or Producer Company. The rules differ.
3State the base rule: special resolution under section 13(1).
4Add the clause-specific condition: Central Government approval for a name change (section 13(2)) or for a shift of State (section 13(4)); publication and exit for a change of objects after a prospectus (section 13(8)).
5State the filing step: special resolution to the Registrar, with approval where the name changes.
6State when the change takes effect: registration, or the fresh certificate for a name change.
7Apply to the facts and write a one-line conclusion.

Quickest way: Clause, approval, certificate

When to use it: For MCQs and for short written answers where time is tight.

MCQ: look for the keywords. "Name" means Central Government approval, except where only "Private" is added or dropped. "Another State" means a special resolution under section 13(1) plus Central Government approval under section 13(4), decided within 60 days. "Objects after prospectus" means publication plus exit offer.
Eliminate options that say ordinary resolution or Board resolution alone. Section 13(1) needs a special resolution.
Written answers: use provision, facts, conclusion. Quote the section number, apply it in two lines, then conclude.
Mention the effective date: the name change is effective only on issue of the fresh certificate.

Common mistakes in Memorandum of Association

Saying a name change needs only a special resolution.
Students remember section 13(1) and stop there.
Fix: Add written Central Government approval under section 13(2), and the fresh certificate of incorporation under section 13(3).
Requiring Central Government approval when a company only drops "Private" on conversion.
Students overlook the proviso to section 13(2).
Fix: Remember the proviso: no approval is needed where the only change is deleting or adding "Private" on conversion to another class.
Mixing up the 60 days and the 30 days.
Both periods appear in section 13.
Fix: The Central Government disposes of a State-shift application within 60 days. The Registrar registers an objects alteration within 30 days of filing the resolution.
Applying section 13 rules to a section 8 company without the approval requirement, or forgetting the rule on conversion.
Students treat all companies alike.
Fix: A section 8 company alters its memorandum or articles only with previous Central Government approval under section 8(4)(i). It may convert into a company of any other kind only after complying with the prescribed conditions under section 8(4)(ii).
Saying the alteration is effective once the special resolution is passed.
Students confuse passing with effectiveness.
Fix: Section 13(10) says no alteration has any effect until registered. For a name change, effect begins on the fresh certificate.

Worked examples

Example 1

ABC Private Limited, registered in Maharashtra, wants to shift its registered office to Gujarat. Advise on the procedure.

Show the solution

Provision: section 13(4) says an alteration of the memorandum shifting the registered office from one State to another has no effect unless it is approved by the Central Government.
Facts: ABC is moving from Maharashtra to Gujarat, which is a change of State. Section 13(4) does not itself mention a special resolution. The special resolution comes from the general rule in section 13(1).
Procedure: pass a special resolution under section 13(1), then apply to the Central Government in the prescribed form and manner. Under section 13(5) the Central Government must dispose of the application within 60 days. It may check creditor and debenture-holder consent or adequate provision or security for debts.
After approval, the company files a certified copy of the order with the Registrar of each State. The Registrar of Gujarat issues a fresh certificate of incorporation indicating the alteration (section 13(7)).

Answer: ABC must pass a special resolution under section 13(1) and obtain Central Government approval under section 13(4), which the Central Government must decide within 60 days under section 13(5). The company then files a certified copy of the approval order with the Registrar of each State, and the Gujarat Registrar issues a fresh certificate of incorporation. The alteration has no effect until it is registered (section 13(10)).

Example 2

XYZ Limited raised money through a prospectus and some of it is unutilised. It wants to change its objects. What must it do?

Show the solution

Provision: section 13(8) restricts a change of objects where unutilised prospectus money remains.
Facts: XYZ has raised money from the public through a prospectus and some is unutilised, so the section applies.
Conditions: it must pass a special resolution. It must publish the prescribed details in two newspapers circulating where its registered office is situated, one English and one vernacular. It must place them on its website, if any, with the justification for the change.
Dissenting shareholders must be given an opportunity to exit by the promoters and shareholders having control, in accordance with SEBI regulations.
Filing: it files the special resolution with the Registrar. The Registrar registers the alteration and certifies registration within 30 days of filing (section 13(9)). Under section 13(10) the change has no effect until registered.

Answer: XYZ may change its objects only by special resolution, newspaper and website publication with justification, and an exit offer to dissenting shareholders. The change is effective on registration.

Exam tips

For "advise" questions, write the section number, the rule, the application and a conclusion.
Memorise the three special cases in section 13: name, State shift and objects after a prospectus.
In MCQs, watch for the proviso: dropping or adding only "Private" needs no Central Government approval.
Know the clause list for a Producer Company from section 378F, and the section 378H procedure. Note the two-director certification.
Link ultra vires to the object clause in theory answers, and say that the rule comes from case law.

Practice questions from Incorporation of Company and Matters Incidental Thereto

Memorandum of Association in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Memorandum of Association: frequently asked questions

Which resolution is needed to alter the memorandum?

Section 13(1) requires a special resolution, save as provided in section 61. Some changes also need Central Government approval and registration.

Does every name change need Central Government approval?

No. Section 13(2) requires written approval, but not where the only change is adding or deleting the word "Private" on conversion of one class of company to another. The change is effective only when a fresh certificate of incorporation is issued.

When does an alteration of the memorandum take effect?

Section 13(10) says no alteration has any effect until it is registered as the section provides. For a name change, effect begins on issue of the fresh certificate.

Can a section 8 company alter its memorandum freely?

No. Section 8(4)(i) requires the previous approval of the Central Government for any alteration of its memorandum or articles. Section 8(4)(ii) also allows it to convert into a company of any other kind only after complying with the prescribed conditions.