Page 226 - DMGT407Corporate and Business Laws

Unit 9: Memorandum of Association

7. The directors and other officers cannot be held liable to compensate the company for any Notes
loss occasioned to it by an ultra vires act.

9.3 Alteration of Memorandum

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:

9.3.1 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 a 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 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, the change of name shall not affect any rights or obligations of the company or render
defective any legal proceeding by or against it. Moreover, any legal proceedings 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 typewritten copy of the
resolution should be sent to the registrar.

9.3.2 Change of Registered Office

This may include:
1. 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).
2. Change of registered office from one town or city or village to another town or city or
village in the same State (s.146): In this case, the procedure is:
(i) A special resolution is required to be passed at a general meeting of the shareholders;
(ii) A copy of it is to be filed with the registrar within 30 days;

(iii) 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.
3. Shifting of the registered office from one place to another within the same State (s.17A):
The shifting of the registered office of a company from the jurisdiction of one registrar to

LOVELY PROFESSIONAL UNIVERSITY 219