ALTERATION OF THE NAME

CLAUSE:
 When a company is registered with a name which is
identical with or similar to the name of an existing
company by mistake.
 When central government directs a company to
change its name.
 When a company wants to change its name of its
own accord.
 When a company wants to add or delete the word
‘private’ from its name.
 ALTERATION OF OBJECT
CLAUSE:
Purposes:
 To carry on its business more economically.
 To attain its main purpose by new means.
 To enlarge its local area of operation.
 To amalgamate the company with any other
company.
 To sell or dispose of the whole or any part of
the undertaking of the company.
 Procedure:
•Passing of special resolution at the extraordinary
general meeting.
•Filing of a copy of the special resolution with the
Registrar.
•Obtaining the confirmation of the company law board.
•Filing of a certified copy of confirmation order of the
company law board with the Registrar.
•Filing of the altered copy of the memorandum of
association with the Registrar.
•Obtaining the certificate of registration of the change.
 DOCTRINE OF ULTRA VIRES
2 Latin words – ‘ultra’ and ‘vires’.
 ‘Ultra’ means ‘beyond’.
 ‘Vires’ means ‘powers’.
 ‘ultra vires’ literally means doing an act which
is beyond the legal powers of a company.
 3 categories of ultra vires:
Acts ultra vires the directors.
Acts ultra vires the articles of
association.
Act ultra vires the memorandum
of association
ALTERATION OF LIABILITY
CLAUSE
The liability clause of a limited company cannot be
altered so as to make the liability of the members
unlimited.

However, the liability clause can be altered so as to

make the liability of the directors, managing director or
manager of the company unlimited.

And it may be noted that the unlimited liability of the

members of an unlimited company may be changed to
limited company.
Procedure for altering the liability of directors,
MD or managers of limited company to
unlimited liability:

Passing of special resolution.

Obtaining of consent of the directors, managing
directors or manager.
Filing of a copy of the special resolution with the
Registrar.
Filing of an altered copy of the memorandum with
the Registrar.
 Procedure for altering the unlimited liability
of the unlimited company to limited liability:

Passing of a special resolution.

Obtaining the court’s confirmation.
Filing of a copy of the special resolution with the Registrar.
Filing of a copy of the court’s confirmation order with the
Registrar.
Obtaining the certificate of registration from the Registrar.