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Unit 5: Memorandum of Association

5.3 Alteration of Memorandum Notes

Section 16 provides that the company cannot alter the conditions contained in memorandum
except in the cases and in the mode and to the extent express provision has been made in the Act.
These provisions are explained herein below.

5.3.1 Change of Name

Section 21 provides that the name of a company may be changed at any time by passing a special
resolution at a general meeting of the company and with the written approval of the Central
Government. However, no approval of the Central Government is necessary if the change of the
name involves only the addition or deletion of the word ‘private’ (i.e., when public company is
converted into a private company or vice versa).
If through inadvertence or otherwise, a company has been registered with a name which is
identical with or too closely resembles with the name of an existing company, the company may
change its name by passing an ordinary resolution and by obtaining the approval of the Central
Government in writing (s.22).
The change of name must be communicated to the Registrar of Companies within 30 days of the
change. The Registrar shall then enter the new name on the register in the place of the old name
and shall issue a fresh certificate of incorporation with necessary alterations [s.23(1)]. The change
of name becomes effective on the issue of fresh certificate of incorporation. The Registrar will
also make the necessary alteration in the memorandum of association of the company [s.23(2)].
However, change of name shall not affect any rights or obligations of the company or render
defective any legal proceeding which might have been continued or commenced by or against
the company by its former name may be continued by or against the company by its new name
[s.23(3).]
Within 30 days of the passing of the special resolution, a printed or a type written copy of the
resolution should be sent to the Registrar of Companies.
5.3.2 Change of Registered Office

The procedure depends on whether the change is within the jurisdiction of same registrar of
companies (s. 146) or whether the shifting is to the jurisdiction of another registrar of companies
in the same state (s. 146 and s. 17A). This may include:
Change of registered office from one premises to another premises in the same city, town or
village: The company may do so anytime. A resolution passed by the Board of directors
shall be sufficient. However, notice of the change should, within 30 days after the date of
the change, be given to the Registrar who shall record the same (s.146).
Change of registered office from one town or city or village to another town or city or
village in the same state: In this case, the procedure is:

A special resolution is required to be passed at a general meeting of the shareholders;
A confirmation of regional director is to be obtained;
A copy of special resolution and confirmation by regional director is to be filed with
the within 30 days;
Within 30 days of the removal of the registered office, notice of the new location has
to be given to the Registrar who shall record the same. (s.146).

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