ALTERATION OF MOA

CLAUSES
 Change of Name of the company under
Companies Act, 2013
Change in name of the Company involves alteration of Clause I of the Memorandum of
Association of the Company. Section 13 of the Companies Act, 2013 regulates the process
of alteration of Memorandum of Association of companies. Section 13 of the Companies
Act, 2013 says that name of a company may be changed by passing a Special Resolution
in the general meeting and with the approval of the Central Government. 
The company after incorporation can change their name through following ways:
(a) Conversion of name from private to public, or
(b) Conversion of name from public to private, or
(c) Change of name from ABC limited to XYZ limited.
As per Section 13 of the Companies Act, 2013 the name of the company can be changed
by a Special Resolution and with the approval of the Central Government.  But on the
other hand if the change relates to the addition/deletion of the words “private” to the
name, then approval of Central Government is not required.
 Steps For Alteration In Name Clause Of Memorandum Of Association:

STEP-I
Call Meeting of Board of Directors:
 STEP-II
Hold a Board Meeting: 
Authorize the Directors of the company to make Application with ROC for Name
approval.
STEP-III
File – e-form- INC-1 with ROC: 
For approval of name file form INC-1.
STEP-IV
Pass special resolution and send documents, proposal of name change to
ROC.
Filling of e-Form with ROC:
File E-form MGT-14 within 30 days from the date of passing Special
Resolution
STEP-IV
Name Approval certificate from the ROC will be issued if names that has been
applied for are available. If the name is not available then again the whole
procedure is adopted.
LAST STEP
After completion of the above procedure, ROC will issue a new certificate of
Incorporation. Name will be effective from the date of issue of new certificate.
ALTERATION OF LIABILITY CLAUSE

The liability of a member of a company cannot be

increased unless the member agrees in writing.
• From unlimited liability, it can be made limited by
re-registration of the company. (Section 18)
 ALTERATION OF CAPITAL CLAUSE
A company can reduce share capital by first passing a special
resolution for reduction of capital but powers to reduce share
capital must be guaranteed in the articles of the company,
otherwise the share capital can be altered by special resolution
giving such powers.
The company can apply to the court by petition for getting
confirmation from the court for reducing the share capital . The
main duty of the court is to look after the interest of the
creditors and different classes of shareholders, and then decide
whether the company should be allowed to reduce share capital.
 ALTERATION OF REGISTERED
OFFICE CLAUSE
As per section 12 of the Companies Act 2013, a company have registered
office from the fifteenth day of its incorporation to be able to receive and
acknowledge all communication and notices that are addressed to it.
Every change of the situation of the registered office shall be notified to
the Registrar within 15 days of the change. Hence, any change in the
registered office of the company shall be filed with the ROC within 15
days in form INC- 22. To verify the situation of the registered office or
the change in the registered office of the company, the government has
prescribed rule 25 and 27 of the Companies Rules 2014 which have been
summarised below.
Rule 27: Notice and verification of change of situation of the
registered office
The notice of change of the situation of the registered office and the
verification of the same shall be filled in form INC 22 along with
the prescribed fees and shall be attached to the form above. The
documents and the manner in which they are to be verified are
mentioned in the terms of sub-section (2) of section 12.  To verify
the registered office of the company, the documents are to be
attached in the prescribed format with the form INC- 22 both for
giving intimation of the registered office at the time of
incorporation and the any time there are changes in the registered
office. The documents for verification (depending on the ownership
status) of the registered office are mentioned below.
• Incase the registered office owned by the company itself, the conveyance
deed of the property in the name of the company is required.
• Incase the registered office is taken on lease/rent by the company, the lease
deed or the rent agreement and rent receipts (in case of rental) is required. The
rent receipt cannot be older than one month.
• Incase the office is owned by the director or any other persons and the
premises are not on lease by the company, the company needs to attach proof
that the company is permitted to use the place as its registered office. This
may be in the form of a ‘No Objection Certificate’ from the owner.
• Copies of the utility bills mentioned below need to be attached in all the
above cases. These bills should bear the name of the company along with the
address that is to be used as the registered address of the company. These
should not be more than 2 months old.
Mobile phone bill, Telephone bill, Electricity bill, Gas bill
The company has to pass certain resolutions such as the
special resolution and the board resolution.
Special Resolution– This is to be passed in a general
meeting if it wants to change the registered office to a
place outside the local lists of the city, town or village
wherein the office is presently located.
Board Resolution– A board resolution to enable the
authorization of the director to sign and submit form INC-
22 needs to be passed.
THANKS