# Alteration of MOA — Name Clause & Object Clause

## Change of Name Clause (Section 13)

### Procedure

1. Board Resolution (BR)

2. Special Resolution (SR)

3. Name approval through RUN (Reserve Unique Name) service

4. File forms to ROC within 60 days

5. Obtain fresh Certificate of Incorporation (COI)

### Special carve-out

No CG approval is required for addition or deletion of the words "Private" or "Limited" (e.g., when a private company converts to a public company or vice versa).

## Change of Object Clause

### Procedure

1. Board Resolution (BR)

2. Special Resolution (SR)

3. Application to Central Government (CG) (in certain cases — e.g., unutilized money raised through prospectus)

4. File ROC within 30 days with prescribed forms

### Special protection

Dissenting minority shareholders must be given an exit route — i.e., if the object change is approved by the majority, those who voted against it must be offered the chance to exit at fair value.

## Alteration of AOA (Section 14)

Simpler than MOA alteration:

1. Special Resolution (SR)

2. Intimation to ROC in the prescribed manner

### Conditions for valid alteration of AOA

The alteration must:

(a) Not be inconsistent with the Statute or MOA

(b) Be only for the bona fide interest of the company

(d) Not be illegal or opposed to public policy

(e) Not increase the liability of members (unless they consent in writing)

(f) Not constitute fraud

## Alteration of MOA & AOA in Every Copy (Section 15)

After alteration, every copy of MOA/AOA must reflect the changes.

Penalty for contravention: ₹1,000 per day on the company and every officer in default.

## Rectification of Name (Section 16)

The CG can order a company to change its name in two situations:

### (a) Suo-moto by CG

If CG finds the name undesirable (e.g., resembles a registered trademark), it can order the company to change the name within 3 months by passing an Ordinary Resolution (OR) in a General Meeting.

### (b) On application by an existing company

If a trademark owner or another company applies and CG agrees, CG orders the newer company to change its name within 3 months by passing an OR in GM and intimate ROC.

## Copies of MOA & AOA to Members (Section 17)

On request from a member (with the prescribed fee), the company must send:

Copy of MOA
Copy of AOA
Copy of every agreement and resolution referred to in Section 117

Time limit: Within 7 days of request.

Penalty for default: ₹1,000 per day or ₹1,00,000, whichever is less.

Worked example

### Example 1

Example 1 — Change of Name:

'Sunrise Pvt Ltd' wants to change its name to 'Sunshine Pvt Ltd'. Steps: BR + SR + apply for name approval through RUN + file forms with ROC within 60 days + receive fresh COI.

### Example 2

Example 2 — Private to Public:

'Bright Pvt Ltd' wants to become 'Bright Ltd' (converting from private to public). The deletion of the word 'Private' from the name does NOT require CG approval.

### Example 3

Example 3 — Object Clause Change & Exit Right:

ABC Ltd, raised public money for textile business, wants to diversify into real estate. SR is passed by 75% of members. The 25% who voted against must be given an exit route at a fair price.

### Example 4

Example 4 — Section 17 default:

A member asks XYZ Ltd for a copy of MOA on 1 June, paying the prescribed fee. The company sends it on 20 June (i.e., 19 days late, 12 days beyond the 7-day limit). Penalty = ₹1,000 × 12 = ₹12,000 (well below the ₹1,00,000 cap).

⚠️ Common exam mistakes

Asking for CG approval to add/delete the word 'Private' or 'Limited' — it is NOT required.
Forgetting the exit route for dissenting minority shareholders when object clause is changed.
Confusing the 60-day filing window (name change) with the 30-day filing window (object change).
Thinking AOA can be altered just by BR — it requires Special Resolution.
Believing a member request under Section 17 can be delayed indefinitely — there's a 7-day limit.
Applying penalty of ₹1,000/day under Section 17 without the ₹1,00,000 cap (penalty is the LOWER of the two).

Bare-Act text Sections 13, 14, 15, 16, 17 · Companies Act, 2013 · click to expand

Section 13 — Alteration of memorandum; Section 14 — Alteration of articles; Section 15 — Alteration of memorandum or articles to be noted in every copy; Section 16 — Rectification of name of company; Section 17 — Copies of memorandum, articles, etc., to be given to members.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Alteration of MOA - Name Clause and Object Clause (Section 13)

Worked example

⚠️ Common exam mistakes