Alteration of Memorandum — Section 13 (Consolidated) & Change of Name
# Alteration of Memorandum — Section 13 (Consolidated)
## Definition of "Alter / Alteration" [Sec 2(3)]
Includes the making of additions, omissions and substitutions.
## Procedure of Alteration — Sec 13
### (1) General Rule — Special Resolution
Company may alter the provisions of its memorandum with the approval of the members by a special resolution.
### (2) Change of Name of the Company
Any change in the name of a company shall be effected only with the approval of the Central Government in writing.
(Power delegated to ROC.)
Exception — No CG approval needed where the change in name is only the addition or deletion of the word 'Private' on conversion of one class of company to another.
### Restriction on Change of Name [Companies (Incorporation) Rules, 2014]
Change of name shall NOT be allowed to a company which:
has NOT filed annual returns or financial statements due for filing with the Registrar, OR
has failed to pay or repay matured deposits/debentures/interest thereon.
Proviso: Change of name IS allowed upon filing the necessary documents or payment/repayment of matured deposits/debentures/interest, as the case may be.
### (3) Entry in Register of Companies on Name Change
ROC enters the new name in the register in place of the old name.
ROC issues a fresh certificate of incorporation with the new name.
Change in name becomes complete and effective ONLY on the issue of such certificate.
## Quick Cheat-Sheet: Which Clause Goes Under Which Section?
Clause
Governing Section for Alteration
Name Clause
Sec 13 (+ CG approval)
Situation Clause
Sec 13 (+ RD/CG depending on shift)
Object Clause
Sec 13 (Sec 13(8) if money raised through prospectus)
Liability Clause
Generally cannot alter; conversion under Sec 18
Capital Clause
Sec 61 (NOT Sec 13)
Subscription Clause
Cannot alter (historical record)
Succession Clause (OPC)
Just notice to ROC, no Sec 13 procedure
## Key Timing Rules
File MGT-14 with ROC: within 30 days of special resolution.
ROC registers and certifies: within 30 days of filing.
Name change: effective only when fresh certificate of incorporation is issued.
Object clause change: effective only when ROC registers the alteration.
Worked example
### Example 1
Q: ABC Pvt Ltd wishes to convert to a public company. Pursuant to conversion, the word 'Private' will be deleted from its name (becoming 'ABC Ltd'). Is CG/ROC approval required for the name change?
A:No CG/ROC approval is required for this name change. Sec 13(2) provides that approval is NOT necessary where the change in the name is only the addition or deletion of the word 'Private', on the conversion of one class of company to another. Of course, the conversion itself requires compliance with Sec 18 procedure.
### Example 2
Q: XYZ Ltd has failed to repay matured fixed deposits of ₹1 crore. It now wishes to change its name to 'XYZ Global Ltd' for branding reasons. Can ROC permit the change?
A:No, not until repayment. Per Companies (Incorporation) Rules 2014, change of name shall NOT be allowed to a company which has failed to pay or repay matured deposits or interest thereon. Once XYZ Ltd repays the matured deposits with interest, the change of name can then be applied for.
⚠️ Common exam mistakes
Forgetting that name change becomes effective NOT on the special resolution date but ONLY on issue of the fresh certificate of incorporation.
Believing that ALL clauses of MoA are altered under Sec 13 — Capital Clause is altered under Sec 61, not Sec 13.
Missing the bar on name change for companies in default of annual returns/financial statements or matured deposits.
Treating addition/deletion of 'Private' on class conversion as requiring CG approval — it does not.
Not realising that 'alteration' includes additions, omissions AND substitutions [Sec 2(3)].
Bare-Act text Sections 2(3), 13(1), 13(2), 13(3) · Companies Act, 2013 · click to expand
Section 13(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.
Section 13(2): Any change in the name of a company shall be subject to the provisions of sub-sections (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.
Section 13(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.
Section 2(3): 'alter' or 'alteration' includes the making of additions, omissions and substitutions.