An alteration of the Memorandum of Association is governed by Section 13 of the Companies Act, 2013. The default requirement is a special resolution, but the name, objects and capital clauses each carry additional approvals and filing consequences. The alteration is not effective until the prescribed filings are completed and, where required, the Central Government approval is obtained.
Name Change
A name change requires a special resolution and the approval of the Central Government (exercised through the ROC’s name-availability process). The company must first obtain the name-availability approval, then pass the special resolution, then file MGT-14 and the revised MOA. The name change is effective from the date of the fresh certificate of incorporation issued by the ROC. A name change does not affect the company’s legal identity or its existing rights and liabilities.
Object Change
An object change requires a special resolution. Where the company has raised money from the public and has unutilised amounts from the object for which the money was raised, Section 13(8) requires the alteration to be approved by the shareholders through a postal ballot, and the unutilised amount must be utilised for the new object or refunded. The object clause is the outer boundary of the company’s capacity; an activity outside the objects is ultra vires, and an object alteration is the mechanism for widening the boundary.
Capital Increase
An increase in authorised share capital is an alteration of the capital clause under Section 13 read with Section 61. It requires a special resolution and MGT-14, and the authorised capital fee is payable to the ROC. An increase in authorised capital does not by itself issue shares; it only increases the ceiling within which the board can issue shares under Section 62 or Section 42. The paid-up capital increases only when the shares are allotted.
The Filing Sequence
The sequence is: board meeting to approve the alteration and convene the EGM; EGM notice with the explanatory statement; special resolution; MGT-14 filing with the resolution and the revised MOA; and, for a name change, the fresh certificate of incorporation. The filings should be completed within the prescribed time, and the revised MOA should be maintained with the statutory records. A company that passes the resolution but does not file MGT-14 has not completed the alteration.
Call to Action: We advise companies on MOA alterations, special resolutions and ROC filings for name, object and capital changes. For an MOA-alteration review, contact office@anujdesaiassociates.com, Ph No. 9619456656, Website https://anujdesaiassociates.com, LinkedIn linkedin.com/in/ca-anuj-desai-122547230.