ALTERATION OF MEMORANDUM OF ASSOCIATION

SYNOPSIS
STATEMENT OF THE PROBLEM:
As a matter of course, Memorandum of Association is not alterable. The words of the MOA
cannot be changed that easily. It is said that Memorandum of Association is an unalterable
document alterable only in the accordance with the provisions of the law. In this research
article, I am going to discuss about one of the documents that have to file with the Registrar of
Companies at the time of incorporation. The paper encompasses the alteration of the
Memorandum of Association and discusses the limitations on power of the alteration of the
Memorandum of Association.

SURVEY OF THE EXISTING LITERATURE:

A company can alter its memorandum by special resolution, and after complying with the
requirements mentioned under Section 13 of The Companies Act, 2013. The alteration of
memorandum can be in the following respect; Name clause, registered office clause, Objects,
Liability clause, capital clause and subscription clause.

IDENTIFICTION OF THE ISSUES:

There are certain restrictions imposed as far as the alteration of the memorandum is concerned.
The quantum of which can be seen in section 16 of the Companies Act.
A seemingly innocuous act like the change of situation requires the prior mandate of the Board of
directors or the permission of the government or in certain cases both along with a special
resolution. Such approval has to be accommodated within the Memorandum of Association
before the company can actually bring about the change. Moreover, the alteration of object
clause is beset with even more intricate procedures. Due to the nature of intricacies involved a
host of statutory limitations have been instituted to prevent wanton changes in the objectives of
the company.
For the alteration of the memorandum of association, a rigid procedure is to be followed and
strict compliance of the procedure is demanded by law. Failure to comply with the express
provisions made under the Act for the purpose of alteration of the conditions contained in the
memorandum is deemed as a void.

OBJECTIVES AND SCOPE OF THE RESEARCH:

The concerned objective is to have a better understanding of the fact that the alteration of the
memorandum of association is an important exercise through which the company brings about
the required flexibility which is pertinent to its existence and survival as an entity. It is
precondition before the company can initiate any drastic change in its shape or structure.

CHAPTERISATION:
1. Introduction
2. Meaning of memorandum of association
3. Alteration of memorandum of association (Section. 13 of the Companies Act)
3.1. Alteration of memorandum of association under the common law
3.2. Alteration of memorandum of association under the Indian law
4. Registration of alteration of memorandum
5. Limitations attached
6. Doctrine of ultra vires
7. Conclusion