Alteration of memorandum of association involves compliance with prescribed procedure. Alterations only to the extent necessary for simple and fair working of the company would be permitted. Alterations should not be prejudicial to the members or creditors of the company and should not have the effect of increasing the liability of the members and the creditors.
Contents of the memorandum of association can be altered as under:
Change of name:
The company can effect the change in the name of the company by passing a special resolution in a General Meeting of the members of the company and after obtaining Central Government approval.
An application is to be made to the Registrar of Companies for availability of new name. After passing a special resolution Central Government approval is to be obtained. Reasons for effecting a change in sufficient details are to be mentioned in the applicants for change of name.
No approval of Central Government is necessary where the only change in the name of the company is addition or deletion of the word Private because of conversion of a public company into a private company or vice versa.
Where a company changes its name, the Registrar shall issue a fresh certificate of incorporation with necessary alterations embodied therein. The change of name shall be complete and effective only o the issues of such a certificate. Powers in this respect have been delegated to the Registrar of Companies.
Effects of change of name:
The change of name shall not effect any rights or obligations of the company or render defective any legal proceedings by or against it. 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 in its new name.
The alteration effected is only in the name and not in the identity of the company. The change of name does not affect the entity of the company or its continuity as the same entity with the same rights, privileges and liabilities as before. A change of name does not bring into existence a new company. Nothing authorizes the company to commence a legal proceeding in its former name at a time when it had acquired its new name.
Change in the registered office of the company:
The procedure for changing the registered office of the company is as under:
Change in the registered office of the company from one place to another, in the same city, in a particular State and be effected by an ordinary Board resolution. Intimation of change is to be filed with the Registrar within 30 days of the change.
Change in the registered office of the company from one city to another city in the same State, requires a special resolution and confirmation by the Regional Director under section 17 A inserted by Companies (Amendment) Act 2000, with effect from 01.03.2001. Confirmation of Regional Director is required only when registered office is changed by the company from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies within the same state. Intimation of the change is to be filed with the Registrar within 30 days of the change.
Change in the registered office of the company from one State to another State in India pursuant to Section 17 of the Act involves alteration of memorandum of association of the company. A special resolution is therefore required to alter the provisions of its memorandum, so as to change the place of its registered office from one State to another. Petition is to be filed with Company Law Board for confirmation of the change. The alteration of the provisions of memorandum relating to the change of the place of its registered office from one state to another shall not take effect unless it is confirmed by the Company Law Board on the Petition.
Companies (Amendment) Act, 2002 confers the power upon the Central Government instead of Company Law Board to confirm alteration of Memorandum of Association of a company regarding change of registered office from one state to another.