C Law

ALTERATION OF MEMORANDUM OF
ASSOCIATION
1. By changing its name
2. By altering in registered office
3. By altering its objects
4. By altering its share capital
5. By reorganizing its share capital
6. By reducing its capital
7. By making the liability of the directors unlimited
Classification of alteration
(a) part relating to conditions-
name clause, registered office clause, the objects clause,
limited liability clause,
subscribers share clause
(b) part relating to other provisions-
appointment of a managing director

ALTERATION OF NAME CLAUSE
Conditions-
by a special resolution and
approval of the Central Government.
Disclosures of name
Procedure-
an application to the Registrar
sanction of the Central Government

In case of addition/deletion of the word private to the
name.

examples
Old Name New Name Date of effect
Adani Exports Limited Adani Enterprises Limited
4/9/6
Akruti Nirman Limited Akruti City Ltd 08-Nov-2007
ASIAN INDEPENDENT
NETWORK LTD.
Kohinoor Techno Engineers
Limited
14-Jan-2010
Tata Donnelley Ltd Infomedia 18 ltd 12-Apr-2000
Tata Telecom Ltd AGC Network Ltd 19-Oct-2004
TVS eTechnology Limited TVS Electronics Ltd. 24-Dec-2003
Cont..
EFFECT OF CHANGE
1. Not affect any right and obligation
2. Not affect on any legal proceeding

Rectification of Name
Power of order-
ROC
Central Government

ALTERATION OF REGISTERED OFFICE
CLAUSE
(a) Change within the local limits of same town
(b) Change from one city to another within the
same State
(c) Change within the same State from the
jurisdiction of one Registrar of Companies to the
jurisdiction of another Registrar of Companies
(d) Change of Registered office from one State
to another
ALTERATION OF LIABILITY CLAUSE
No change in the limited liability clause


Registration of document and company.
ALTERATION OF CAPITAL CLAUSE
(i) increase its share capital by issue of new shares;
(ii) consolidate existing shares into shares of larger denomination;
(iii) sub-divide its shares or any of them into shares of smaller amount than
is fixed by memorandum such that the proportion between the amount
paid and unpaid shall remain the same.
(iv) convert fully-paid shares into stock or vice versa; and
(v) cancel unissued shares and to that extent diminish the amount of its
share capital.