ALTERATION OF MEMORANDUM

Alteration in name clause

By special resolution (sec 21) Approval of central govt.

ALTERATION IN REGISTERED OFFICE CLAUSE

Change of registered office with in same state

Change of registered office with in same state

Co. shall file with the registrar a certified copy of the confirmation by the regional director for change of its registered office under sec. 17-A, with in two months.
File an altered copy of MOA .

Change of registered office from one state to another

Special resolution Confirmation by the central govt. Notice to the affected parties. Notice to the registrar. Power of central govt. to confirm the change discretionary. Rights and interest of members and creditors to be taken care.

Conti..

Purchase of shares of dissentient members. Copy of special resolution and the order of the central government to be filed with the registrar. (within 3 months)

ALTERATION OF OBJECTS (sec 17)

Special resolution (confirmation of the same by the central govt. required before amendment of the act in 1996) The power of alteration of objects is subject to two limits, namely1. Substantive or physical limit. 2. Procedural limit.

Procedural limit

Special resolution. Copy of special resolution to be filed with the central govt. with in 1 month. The shall register the special resolution and certify the registration with in 1 month from the date of filing of the sp. Resolution.

ALTERATION IN LIABILTY CLAUSE (sec 38)

A Ltd. Cannot change its MOA so as

to impose any additional liability on

the member or to compel them to buy

additional shares of the co. unless all

the members agree in writing.

ALTERATION IN CAPITAL CLAUSE

(sec 94) A limited company having

share capital may, if authorized by its

Articles, alter its share capital.

Ordinary resolution required.

Notice to registrar (sec 95) within 30

days.

DOCTRINE OF ULTRA VIRES

Ultra means beyond and vires means powers. The term ultra vires means that the doing of the act is beyond the legal power and authority of the company. Ultra vires the directors Ultra vires the Articles

1.
2.

Effects of ultra vires transaction

Injunction. Personal liability of Directors. Ultra vires contracts. Ultra vires acquired property. Ultra vires torts.

Exception to the doctrine of ultra vires

If an act is ultra vires to the director but intra vires to the company, co. may rectify it. It an act is ultra vires the Article, the article may be altered. If an act is intra vires a company ,but is done irregularly, the sh. Holder may rectify it.

Exception to the doctrine of ultra vires

If a person borrows money from a company under a contract which is ultra vires the company, the co. can sue for the recovery. If a co. purchase some property form a third party under an ultra vires contract or has taken ultra vires loan, third party has the right to follow his property or money