Company Law and Practice · Memorandum and Articles of Association and its Alteration

Alteration of Memorandum of Association under Companies Act, 2013

Updated 11 October 2026 · Fact-checked

Under section 13, a company may alter its memorandum by a special resolution and the procedure in that section. Name change needs written Central Government approval. Shifting the registered office to another State needs Central Government approval. Changes must be filed with the Registrar and take effect only on registration.

Understand Alteration of Memorandum of Association

The memorandum of association is the charter of a company. It holds clauses such as name, registered office, objects and capital. Because outsiders rely on it, a company cannot change it freely. The law lets it change only by following set steps.

The general rule is in section 13(1). Save as provided in section 61, a company may, by a special resolution and after complying with the procedure in section 13, alter the provisions of its memorandum. Section 61 deals with changes to share capital. That is why the capital clause follows its own route.

Different clauses need different extra approvals. A name change needs the Central Government's written approval, and it is complete only when the Registrar issues a fresh certificate of incorporation. A shift of the registered office from one State to another needs Central Government approval on a prescribed application. A change of objects needs a special resolution filed with the Registrar, and the Registrar must register it and certify the registration within thirty days of filing the resolution.

There is also a safeguard for public money. If a company raised money through a prospectus and still has an unutilised amount, it cannot change the objects for which it raised the money unless a special resolution is passed and the conditions in section 13(8) are met. Those conditions are newspaper publication (one English, one vernacular), a website notice with the justification, and an exit opportunity for dissenting shareholders.

The last rule is the most important for answers: under section 13(10), no alteration has any effect until it is registered in accordance with the section. Special classes of company, such as section 8 companies and Producer Companies, have their own extra rules.

Key rules to remember

General power to alter: Alteration of memorandum = special resolution + compliance with section 13 procedure (section 13(1)); Subject to section 61, which governs alteration of share capital.
Change of name: Name change = special resolution + written Central Government approval; effective only on fresh certificate of incorporation (section 13(2), (3)); No approval is needed if the only change is deleting or adding the word "Private" on conversion of one class of company to another.
Shifting registered office to another State: Shift between States = special resolution + Central Government approval; application disposed of within 60 days (section 13(4), (5)); The Central Government may check consent of creditors, debenture-holders and others, or that debts are provided for or secured.
Filing with Registrar: File special resolution (and Central Government approval if name changes) with the Registrar (section 13(6)); Opens with "Save as provided in section 64", which deals with notice of alteration of share capital.
Effect of shifting office: Certified copy of Central Government order filed with the Registrar of each State; the new State's Registrar issues a fresh certificate (section 13(7)); The time and manner are as prescribed.
Change of objects after prospectus money: Special resolution + newspaper publication (English and vernacular) + website + exit opportunity for dissenters (section 13(8)); Applies only while some money raised by prospectus is unutilised.
Registration of objects alteration: Registrar registers and certifies within 30 days of filing the special resolution (section 13(9)); Applies to alteration of objects.
Effectiveness: No alteration has effect until registered (section 13(10)); Use this as the closing line in conclusions.
Guarantee company bar: In a company limited by guarantee without share capital, an alteration giving anyone a right to share divisible profits otherwise than as a member is void (section 13(11)); A short fact often asked in one-line questions.

How to solve Alteration of Memorandum of Association questions

Use this method for any question on altering the memorandum, whether it is a theory question or a case study.

1Identify the clause being changed: name, registered office (within a State or between States), objects, or capital.
2State the general rule: a special resolution under section 13(1), subject to section 61 for share capital.
3Add the extra approval for that clause: Central Government approval for a name change or for an inter-State office shift; the section 13(8) conditions if prospectus money is unutilised and objects change.
4List the filings: special resolution (and approval if the name changes) with the Registrar under section 13(6); certified order of the Central Government with each State's Registrar for an inter-State shift under section 13(7).
5Say who registers and what completes the change: fresh certificate for name or office shift; registration within thirty days for objects.
6Check special company types: section 8 companies need previous Central Government approval to alter the memorandum or articles; Producer Companies follow section 378H.
7Conclude with section 13(10): the alteration has no effect until registered, and apply this to the facts given.

Quickest way: Clause, approval, filing, effect

When to use it: Use this for short-answer or case-study questions when time is limited.

Write the clause and the rule: special resolution, section 13(1).
Write the one extra approval needed, if any.
Write the filing with the Registrar.
Close with the effective date: fresh certificate, or registration under section 13(10).

Common mistakes in Alteration of Memorandum of Association

Saying the Central Government must approve every alteration of the memorandum.
Students mix the name and registered office rules with the general rule.
Fix: Approval is needed for a name change and for shifting the registered office between States. Other changes need a special resolution and filing, with extra steps only in the cases section 13 names.
Treating a change of name as effective on passing the resolution.
Students stop at the shareholders' vote.
Fix: Under section 13(3) the change is complete only when the Registrar issues a fresh certificate of incorporation with the new name.
Requiring Central Government approval when only the word "Private" is added or deleted on conversion.
Students forget the proviso to section 13(2).
Fix: No approval is needed where that is the only change in name, consequent on conversion of one class of company to another under the Act.
Applying section 13 to the capital clause.
The capital clause is part of the memorandum, so students assume one rule covers it.
Fix: Section 13(1) opens with "Save as provided in section 61". Alteration of share capital follows section 61, so treat it separately.
Ignoring the prospectus-money rule when objects change.
Students learn only the special resolution step.
Fix: If prospectus money is unutilised, add publication in English and vernacular newspapers, a website notice with justification, and an exit opportunity for dissenting shareholders under section 13(8).
Applying the ordinary section 13 route to a section 8 company.
Students treat all companies alike.
Fix: Under section 8(4)(i), a section 8 company must not alter its memorandum or articles except with the previous approval of the Central Government.

Worked examples

Example 1

Shree Krishna Agro Limited, with its registered office in Pune, Maharashtra, wants to shift it to Indore, Madhya Pradesh. Explain the procedure and when the shift takes effect.

Show the solution

Provision: the place of the registered office is in the memorandum. Section 13(1) allows alteration by special resolution following section 13.
Under section 13(4), an alteration shifting the registered office from one State to another has no effect unless the Central Government approves it on an application in the prescribed form and manner.
The Central Government must dispose of the application within sixty days. Before passing its order, it may satisfy itself that creditors, debenture-holders and others concerned have consented, or that debts and obligations are provided for or adequately secured (section 13(5)).
The company files the special resolution with the Registrar under section 13(6)(a).
Under section 13(7), it files a certified copy of the Central Government's order with the Registrar of each State, in the time and manner prescribed. The Registrar of the State to which the office is shifting issues a fresh certificate of incorporation showing the alteration.
Under section 13(10), no alteration has effect until registered under the section.

Answer: Shree Krishna Agro Limited must pass a special resolution, obtain Central Government approval, and file the order with the Registrars of both States. The shift takes effect only when registered, with a fresh certificate of incorporation issued by the Registrar of the new State.

Example 2

Navbharat Textiles Limited raised ₹40,00,000 through a prospectus for setting up a new unit. Part of the money is still unutilised. It now wants to change its objects. Advise the company.

Show the solution

Provision: section 13(1) permits alteration of the memorandum by special resolution. Section 13(8) restricts change of objects where prospectus money remains unutilised.
Facts: the company raised money through a prospectus and still has an unutilised amount. So section 13(8) applies.
The company cannot change the objects for which it raised the money unless a special resolution is passed and the section 13(8) conditions are met.
It must publish the prescribed details of the resolution in two newspapers circulating where the registered office is situated, one in English and one in vernacular language. It must also place them on its website, if any, with the justification for the change.
Dissenting shareholders must get an opportunity to exit by the promoters and shareholders having control, in accordance with SEBI regulations.
The company files the special resolution with the Registrar under section 13(6)(a). The Registrar registers the alteration and certifies it within thirty days of filing the resolution (section 13(9)).
Under section 13(10), the change has no effect until registered.

Answer: Navbharat Textiles Limited may change its objects only by a special resolution together with newspaper publication, website disclosure with justification, and an exit opportunity for dissenting shareholders. The change takes effect only on registration by the Registrar.

Exam tips

Write the section number with each rule: 13(1) for the power, 13(2) and (3) for name, 13(4) to (7) for registered office, 13(8) for prospectus money, 13(10) for effect.
Use the facts in case studies. Check whether the question mentions prospectus money or a State-to-State shift before choosing the rule.
Always end with section 13(10): the alteration has no effect until registered.
Remember the section 8 company rule and the Producer Company route under section 378H for questions about special company types.
Do not mix the capital clause into the section 13 answer. Refer to section 61 and keep it separate.

Practice questions from Memorandum and Articles of Association and its Alteration

Alteration of 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.

Alteration of Memorandum of Association: frequently asked questions

Which resolution is needed to alter the memorandum?

Section 13(1) requires a special resolution, and the company must follow the procedure in section 13. Share capital alteration is governed separately by section 61.

Is Central Government approval needed to change a company's name?

Yes. Under section 13(2), a name change has no effect without the Central Government's written approval. The exception is where the only change is deleting or adding the word "Private" on conversion of one class of company to another.

How long does the Central Government take to decide on shifting the registered office between States?

Section 13(5) says the Central Government shall dispose of the application within sixty days. Before deciding, it may check creditor and other consents or adequate provision for debts.

What is the rule for a Producer Company altering its memorandum?

Under section 378H, a Producer Company may alter its objects by a special resolution not inconsistent with section 378B. It must file the amended memorandum and the certified resolution with the Registrar within thirty days. An inter-State shift of registered office needs Central Government approval.

When does an alteration of memorandum take effect?

Section 13(10) says no alteration has any effect until it is registered in accordance with the section. For a name change, it is complete on issue of the fresh certificate of incorporation.