ALTERATION OF CLAUSES OF MOA

A Synopsis submitted in partial fulfilment of the course CORPORATE

LAWS-I, 7th SEMESTER during the Academic Year 2019-2020

SUBMITTED BY:
Shreya Sinha
Roll No. - 1648
B.B.A LL.B

SUBMITTED TO:
Mrs. Nandita S. Jha
FACULTY OF CORPORATE LAWS-I

AUGUST, 2019
CHANAKYA NATIONAL LAW UNIVERSITY, NAYAYA NAGAR,
MEETHAPUR, PATNA-800001
 INTRODUCTION

The expression “alter” means to modify/change or vary; to make or become different in some
respect.
As per Section 2(3) of the Companies Act, 2013 (the Act) “alter” and “alteration” shall
include the making of additions, omissions and substitutions.
Following are the cases where a company has to alter its Memorandum of Association
(MOA) as per provisions of Section 13 of the Act read with Companies (Incorporation)
Rules, 2014 (the Rules)
 Change of Name;
 Alteration of Authorized Capital
 Change in Objects, and
 Shift of Registered Office
One of the first steps in the formation of a company is to prepare a document called the
memorandum of association (hereinafter referred to as MoA). The MoA of the company
contains the fundamental conditions upon which alone the company has been
incorporated. Every registered company should have a MoA which is the company’s charter.
In general the MoA regulates the company’s external affairs while the articles of association
regulate its internal structure.
The precondition for the registration of the company involves one or more person signing and
delivering to the Companies House or the Registrar of Companies (RoC) a memorandum of
association stating the intention of the subscriber or subscribers to form a company with a
particular name stating where its registered office is located and stating the objects the
company is formed to pursue. The memorandum must state that the company is to be a
limited company if that is so and must state that it is to be a public company if that is so.
The memorandum of association is also called the charter of the company as it is the
company’s principle document. Like explained before, no company can register without a
memorandum of association as it defines the right and objects of the company.
According to section 2(28) of the Companies Act, “Memorandum means Memorandum of
Association as originally framed or as altered from time to time in pursuance of any
companies law or of this Act.” Evidently the definition is not comprehensive and does not
convey the full importance of the document. However it is notable that the act provides for
the admission of an altered version of the original memorandum the Memorandum of
Association of the company.
In this project the researcher will explicate the importance of Memorandum of Association
and elucidate the process and procedure involved in the alteration of Memorandum of
Association of a company.

AIMS AND OBJECTIVES

The Aims and Objectives of this project are:

1. To study the importance of Memorandum of Association.
2. To study the process and procedure involved in the alteration of Memorandum of
Association of a company.
3. To study the consequences of the alteration of Memorandum of Association of a
company.
.

HYPOTHESIS

The Researcher has considered the following hypothesis:

1. Alteration of Memorandum of Association is an important exercise through which the
company brings about the required flexibility which is pertinent to its existence and
survival as an entity.

RESEARCH METHODOLOGY

For this study, doctrinal research method was utilised. Various articles, e-articles, reports and
books from library were used extensively in framing all the data and figures in appropriate
form, essential for this study.
The method used in writing this research is primarily analytical.
 TENTATIVE CHAPTERIZATION

1. Introduction
2. Alteration of MOA under various laws
 Under Common Law
 Under Indian Law
3. Alteration of Registered Office Clause and Object Clause
4. Doctrine of Ultra Vires
5. Conclusion

BIBLIOGRAPHY

1. Datey, V.S., 2004, ‘Taxmann Students’ Guide to Corporate Laws and Secretarial
Practice’, Taxmann Allied Services Private Limited, Haryana, 7th Edition
2. Singh, Avtar, 1999, ‘Company Law’, Eastern Book Company, Lucknow, 12th Edition
3. Kapoor G.K, Majumdar A.K, Taxmann’s Company Law and Practice, Taxmann,
2000