Think of the Memorandum of Association (MoA) as a company's constitution — it defines its name, registered office state, and objects. But businesses evolve. What if Rajesh & Co. Pvt. Ltd. wants to rename itself, shift its HQ from Maharashtra to Karnataka, or pivot its business entirely? Section 13 is the rulebook for making these changes legally.
The golden rule: any alteration to the MoA requires a Special Resolution (75%+ majority). But beyond that, different types of changes need different approvals. Name change needs written approval from the Central Government (routed through the Registrar) — except when you're just adding or removing the word "Private" due to conversion between company classes (e.g., private to public). Once approved, the Registrar issues a fresh Certificate of Incorporation with the new name — that's when the change becomes legally effective. Change of registered office from one State to another is the trickiest — it needs Central Government approval via a prescribed application, and the Government must decide within 60 days. It will also check that creditors and debenture-holders have either consented or are adequately protected before approving.
Here's the part that's very exam-friendly: companies that raised money from the public via prospectus and still have unutilised funds cannot simply change their objects clause. They must pass a special resolution, publish it in newspapers (one English + one vernacular, at the city of the registered office), put it on their website, and — critically — give dissenting shareholders an exit opportunity as per SEBI regulations. This protects investors who invested money for a specific stated purpose. Finally, remember the universal rule: no alteration has any legal effect until it is registered with the Registrar. And any MoA alteration in a company limited by guarantee (no share capital) that tries to give a non-member a share in profits is void.
Example 1 — Name Change with CG Approval
Rajesh Textiles Pvt. Ltd. passes a special resolution to rename itself Rajesh Fashion Pvt. Ltd.
Step 1: Special resolution passed at EGM (say, 80% votes in favour — ✅ exceeds 75% threshold).
Step 2: Application sent to Central Government (via Registrar) for name-change approval — required because this is not merely a Private↔Public conversion.
Step 3: Central Government grants written approval.
Step 4: Registrar deletes old name, enters new name in Register, and issues fresh Certificate of Incorporation.
Step 5: Change is complete and effective only on issue of the fresh certificate.
Final Answer: Rajesh Fashion Pvt. Ltd. is the valid legal name from the date of the fresh certificate.
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Example 2 — Change of Objects (Prospectus Money Involved)
Sunrise Solar Ltd. raised ₹50 crores from the public via IPO to manufacture solar panels. After 18 months, ₹12 crores remain unutilised. The board now wants to use this money for EV batteries instead.
Step 1: Can they simply change objects? ❌ No — unutilised prospectus money is involved.
Step 2: Pass a Special Resolution.
Step 3: Publish resolution details in 2 newspapers (1 English + 1 vernacular, in Mumbai where registered office is) and on the company website, with justification for the change.
Step 4: Dissenting shareholders (those who voted against) must be given an exit opportunity by promoters/controlling shareholders as per SEBI regulations.
Step 5: File special resolution with Registrar; Registrar certifies registration within 30 days.
Final Answer: The object change is valid only after all above steps are complete and Registrar registers the alteration. Dissenting shareholders cannot be ignored.
📖 Bare Act text — Section 13, Companies Act 2013
(click to expand)
(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: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.(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.(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.(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.(6) Save as provided in section 64, a company 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);(b) the approval of the Central 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.(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 it raised 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;(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.(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.(10) No alteration made under this 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.