ALTERATION OF NAME CLAUSE

Special Resolution.
Written Approval of Central Government.
No Approval of Central Government is
necessary if the change of name involves only
the addition or deletion of the word Private.
Change by ordinary resolution and approval of
Central Government when name is identical or
too closely resembles the name of an existing
company.
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CHANGE OF REGISTERED OFFICE

From one premises to another premises in the

same city, town or village
By passing a resolution of Board of Directors

CHANGE OF REGISTERED OFFICE

From one town or city or village to another town

or city or village in the same state
1. Special Resolution.
2. Confirmation of Regional Director when
jurisdiction of Registrar of companies is
changed.
3. Copy of (i) & (ii) to be filed with ROC.
4. Notice of new location to ROC within 30
days.
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CHANGE OF REGISTERED OFFICE

From one state to another state

1. Special Resolution
2. Confirmation of Central Govt.
3. For certain Purposes only
(As given in section 17)

ALTERATION OF OBJECTS CLAUSE

A. Special Resolution
B. Alteration is sought on any of these grounds:
To carry on its business more economically & more
efficiently
To attain its main purpose by new or improved means
To enlarge or change the local area of its operations
To carry on some business which under existing
circumstances may conveniently or advantageously be
combined with the business of the company

ALTERATION OF OBJECTS CLAUSE

To restrict or abandon any of the objects specified in the

memorandum
To sell or dispose off the whole or any part of the undertaking
To amalgamate with any other company
C. Copy of (A) is filed with ROC within 30 days

ALTERATION OF LIABILITY CLAUSE

The liability of a member of a company cannot

be increased unless the member agrees in
writing.
From unlimited liability, it can be made limited
by re-registration of the company.

ALTERATION OF CAPITAL CLAUSE

New Shares
Reverse Stock Split
Stock Split
Share buy back
Stock to shares vice-versa

Special Resolution When the power is guaranteed by the

articles of the company
Apply to the court - interests of creditors and different
classes of share holders

DOCTRINE OF ULTRA VIRES

The words :
Ultra means beyond
Vires means the powers
Ultra Vires means beyond the powers
A company which owes its incorporation to statutory
authority cannot effectively do anything beyond the
powers expressly or impliedly conferred upon it by the
statute or Memorandum of Association.

Various Types of Ultra Vires

Ultra Vires of directors
Ultra Vires of articles
Ultra Vires torts committed by employees
Ratify with passing a resolution in general
meeting

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