Section 13 of Companies Act 2013 – Alteration of
memorandum
(1) Save as provided in section 61, a company may,
by a special resolution and after complying with the procedure specified in
this section, alter the provisions of its memorandum.
by a special resolution and after complying with the procedure specified in
this section, alter the provisions of its memorandum.
(2) Any change in the name of a company shall be
subject to the provisions of subsections (2) and (3) of section 4 and shall not
have effect except with the approval of the Central Government in writing:
subject to the provisions of subsections (2) and (3) of section 4 and shall not
have effect except with the approval of the Central Government in writing:
Provided that no such approval shall be necessary where the only change
in the name of the company is the deletion therefrom, or addition thereto, of
the word ―Private, consequent on the conversion of any one class of companies
to another class in accordance with the provisions of this Act.
in the name of the company is the deletion therefrom, or addition thereto, of
the word ―Private, consequent on the conversion of any one class of companies
to another class in accordance with the provisions of this Act.
(3) When any change in the name of a company is
made under sub-section (2), the Registrar shall enter the new name in the
register of companies in place of the old name and issue a fresh certificate of
incorporation with the new name and the change in the name shall be complete
and effective only on the issue of such a certificate.
made under sub-section (2), the Registrar shall enter the new name in the
register of companies in place of the old name and issue a fresh certificate of
incorporation with the new name and the change in the name shall be complete
and effective only on the issue of such a certificate.
(4) The alteration of the memorandum relating to
the place of the registered office from one State to another shall not have any
effect unless it is approved by the Central Government on an application in
such form and manner as may be prescribed.
the place of the registered office from one State to another shall not have any
effect unless it is approved by the Central Government on an application in
such form and manner as may be prescribed.
(5) The Central Government shall dispose of the
application under sub-section (4) within a period of sixty days and before
passing its order may satisfy itself that the alteration has the consent of the
creditors, debenture-holders and other persons concerned with the company or
that the sufficient provision has been made by the company either for the due discharge
of all its debts and obligations or that adequate security has been provided
for such discharge.
application under sub-section (4) within a period of sixty days and before
passing its order may satisfy itself that the alteration has the consent of the
creditors, debenture-holders and other persons concerned with the company or
that the sufficient provision has been made by the company either for the due discharge
of all its debts and obligations or that adequate security has been provided
for such discharge.
(6) Save as provided in section 64, a company
shall, in relation to any alteration of its memorandum, file with the Registrar—
shall, in relation to any alteration of its memorandum, file with the Registrar—
(a) the special resolution passed by the company
under sub-section (1);
under sub-section (1);
(b) the approval of the Central
Government under sub-section (2), if the alteration involves any change in the name of the
company.
Government under sub-section (2), if the alteration involves any change in the name of the
company.
(7) Where an alteration of the memorandum results
in the transfer of the registered office of a company from one State to
another, a certified copy of the order of the Central Government approving the
alteration shall be filed by the company with the Registrar of each of the
States within such time and in such manner as may be prescribed, who shall register
the same, and the Registrar of the State where the registered office is being shifted
to, shall issue a fresh certificate of incorporation indicating the alteration.
in the transfer of the registered office of a company from one State to
another, a certified copy of the order of the Central Government approving the
alteration shall be filed by the company with the Registrar of each of the
States within such time and in such manner as may be prescribed, who shall register
the same, and the Registrar of the State where the registered office is being shifted
to, shall issue a fresh certificate of incorporation indicating the alteration.
(8) A company, which has raised money from public
through prospectus and still has any unutilised amount out of the money so
raised, shall not change its objects for which itraised the money through
prospectus unless a special resolution is passed by the company and—
through prospectus and still has any unutilised amount out of the money so
raised, shall not change its objects for which itraised the money through
prospectus unless a special resolution is passed by the company and—
(i) the details, as may be prescribed,
in respect of such resolution shall also be published in the newspapers (one in
English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed
on the website of the company, if any, indicating therein the justification for
such change;
in respect of such resolution shall also be published in the newspapers (one in
English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed
on the website of the company, if any, indicating therein the justification for
such change;
(ii)the dissenting shareholders shall be
given an opportunity to exit by the promoters and shareholders having control
in accordance with regulations to be specified by the Securities and Exchange
Board.
given an opportunity to exit by the promoters and shareholders having control
in accordance with regulations to be specified by the Securities and Exchange
Board.
(9) The Registrar shall register any alteration of
the memorandum with respect to the objects of the company and certify the
registration within a period of thirty days from the date of filing of the
special resolution in accordance with clause (a) of sub-section (6) of this section.
the memorandum with respect to the objects of the company and certify the
registration within a period of thirty days from the date of filing of the
special resolution in accordance with clause (a) of sub-section (6) of this section.
(10) No alteration made under this
section shall have any effect until it has been registered in accordance with
the provisions of this section.
section shall have any effect until it has been registered in accordance with
the provisions of this section.
(11) Any alteration of the memorandum,
in the case of a company limited by guarantee and not having a share capital,
purporting to give any person a right to participate in the divisible profits
of the company otherwise than as a member, shall be void.
in the case of a company limited by guarantee and not having a share capital,
purporting to give any person a right to participate in the divisible profits
of the company otherwise than as a member, shall be void.
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