# Section 13 - Alteration of Memorandum (MoA)

## 1. General Rule

A company may alter provisions of MoA by:

Passing a Special Resolution (SR), AND
Complying with procedure specified in this section

### Filings with RoC (after alteration):

Copy of SR passed by the company
Approval of CG (if name change involved)

## 2. Alteration of NAME CLAUSE

### Procedure:

Change in name is effective only on approval of CG (RoC) in writing (Form INC-24) + Fee
Exception: No CG approval if the only change is addition/deletion of word 'Private' during conversion
After approval: RoC enters new name in register and issues new CoI (INC-25)
Name change is effective from the issue of fresh CoI

### Restriction on Name Change

Name change is NOT allowed if the company has subsisting default in:

Filing Annual Return (AR), OR
Filing Financial Statements (FS), OR
Repayment of deposits, OR
Repayment of debentures or interest thereon

## 3. Alteration of REGISTERED OFFICE CLAUSE (State Change)

### Step 1: Application to CG (RD)

Application via Form INC-23 with the following documents:

Copy of MoA with proposed alteration
Minutes of GM where SR was passed
Board Resolution
List of creditors and debenture holders
Acknowledgement of service of application copy to:
RoC of current state
Chief Secretary of current RO state

### Newspaper Advertisement (Form INC-26)

Not more than 30 days before application to CG, advertise in 2 newspapers:

One in English
One in vernacular language of current RO

### CG (RD) Process:

CG to dispose application within 60 days
Before passing order, CG must satisfy itself of one of:

1. Alteration has consent of creditors, DHs, and others concerned, OR

2. Sufficient provision made for due discharge of all debts/obligations, OR

3. Adequate security provided for such discharge

### Step 2: Filing CG Approval with RoC

Certified copy of CG order to be filed with RoC of each State (Form INC-28 within 30 days of receipt)
RoCs shall register the same
RoC of new State issues Fresh CoI

Memory aid: 60 days (RD) - 30 days (Filing) - 30 days (Fresh CoI) = 60-30-30

## 4. Change in OBJECT CLAUSE - Where Public Money Raised

If a company has raised money from public through prospectus and has any unutilised amount:

It shall not change objects (for which money was raised) unless:

### Requirements:

a. SR passed via postal ballot

b. Details of resolution shall be:

Published in newspapers (English + vernacular at RO)
Placed on website of company (if any)
Must indicate justification for the change

c. Exit opportunity to dissenting shareholders by promoters and shareholders having control (per SEBI regulations)

## 5. Object Clause - General Alteration

RoC shall register the alteration of objects
RoC shall certify the registration within 30 days from date of filing SR

## 6. Effective Date of Alteration

No alteration under this section shall have any effect until it is registered per the section.

## 7. Restriction on Guarantee Companies

Any alteration in MoA of a company limited by guarantee and not having share capital which gives any person a right to participate in divisible profits OTHERWISE THAN AS A MEMBER, shall be void.

Worked example

### Example 1

Example - Name Change Restriction: 'Default Ltd' has not filed Annual Returns for the last 2 years. They cannot change their name under Section 13 until they clear the AR backlog. This rule prevents companies from evading liabilities by changing names.

### Example 2

Example - State Change Process: 'XYZ Ltd' wants to shift RO from Maharashtra to Gujarat. Timeline: (1) Pass SR (2) Publish ad in INC-26 in English + Marathi newspaper (within 30 days before application) (3) Apply to RD via INC-23 with required docs (4) RD disposes within 60 days (5) File CG order via INC-28 within 30 days with both Maharashtra & Gujarat RoCs (6) Gujarat RoC issues fresh CoI. (60-30-30 cycle)

### Example 3

Example - Object Change with Public Money: 'PublicCo Ltd' raised Rs. 100 cr via IPO for setting up a textile plant. After raising, Rs. 30 cr remains unutilised. Management wants to use it for real estate. Requirements: (1) SR via postal ballot (2) Publish details + justification in newspapers + website (3) Provide exit opportunity to dissenting shareholders at SEBI-specified price.

### Example 4

Example - Object Clause Certification: 'Tech Ltd' files SR with RoC for object alteration on 1st June 2026. The RoC must certify the registration within 30 days (i.e., by 30th June 2026). The alteration takes effect only on registration date.

### Example 5

Example - Name Change Effective Date: 'Old Name Ltd' applied for change to 'New Name Ltd' via INC-24 on 1st July. CG approval received and INC-25 (fresh CoI) issued on 15th July. The name change is effective from 15th July, NOT from the date of SR passing.

⚠️ Common exam mistakes

Confusing the 60-30-30 (state change u/s 13) timeline with the 30-60-30 (RoC change u/s 12) timeline.
Forgetting that name change is barred if the company has defaults in AR/FS/deposits/debentures.
Skipping the newspaper advertisement (Form INC-26) before applying to RD for state change.
Missing the postal ballot requirement when changing objects after raising public money.
Believing object alteration is effective from SR date - it's effective from registration date with RoC.
Not providing exit opportunity to dissenting shareholders when changing objects post-IPO.
Thinking only addition of 'Private' needs CG approval - actually deletion of 'Private' (on conversion) does NOT need CG approval either.

Bare-Act text Section 13 · 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. (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.

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