# Alteration of MOA — Name Clause (Sections 13 & 16)
## General Rule — Alteration of MOA [Section 13]
A company can alter its MOA by:
1. Passing a Special Resolution (SR), and
2. Filing it with the ROC.
Special note for Section 8 companies: Prior approval of the Central Government (power delegated to Regional Directors) is also required.
## Change of Name of Company [Section 13]
Procedure:
1. Pass a Special Resolution.
2. Obtain approval of the Central Government (power delegated to ROC) in Form INC-24.
3. File CG approval with ROC.
4. ROC enters the new name in the Register of Companies and issues a fresh Certificate of Incorporation in Form INC-25.
### Exceptions where CG approval is NOT required
- Change relates only to the word 'Private' — i.e., conversion from Public ↔ Private company.
### When name change is NOT allowed
- Company has not filed annual returns or financial statements, OR
- Company has failed to pay deposits/debentures/interest.
- Once the default is made good, name change is permitted.
## Rectification of Name [Section 16]
The Central Government (power delegated to Regional Director) may direct rectification:
| Initiated by CG | Initiated by Trademark Owner |
|---|---|
| Suo motu (on its own) | On application by proprietor of registered trademark, within 3 years of registration/change of name |
When? If the CG finds that the name is identical or too nearly resembles an existing company name or registered trademark.
Procedure for the company:
- Change name within 3 months from CG direction (by passing Ordinary Resolution).
- Notify ROC (with CG's order) within 15 days of change.
- ROC carries out necessary changes in Certificate of Incorporation and MOA.
Default: If company does not comply, CG itself allots a new name; ROC enters and issues fresh certificate.
## Effective Date
Any alteration to the name clause is effective only after issue of fresh certificate by ROC.