Alterations, Changes and Modifications of the Memorandum of Associations

Any alterations, changes, modifications or amendments of the Memorandum of Associations require certain statutory steps/measures:

Name Clause requires :
a. Resolution of the Board of Directors
b. Name clearance from RJSC
c. Special Resolution of the Shareholders as per sec-11(6)
d. Filing of Return to the RJSC through Form-VIII within 15 days as per sec-88
e. Obtain Certified Copy of the Memorandum along with amendments

Address Clause requires :
a. Resolution of the Board of Directors
b. Filing of Return to the RJSC through Form-VI within 28 days as per sec 77(2)
c. Obtain Certified Copy of the Memorandum along with amendments

Object Clause requires :
a. Resolution of the Board of Directors
b. Special Resolution of the Shareholders
c. Permission from High Court as per sec-12(2)
d. Filing of Return to the RJSC along with court order through Form-VIII as per sec-15 and 88
e. Obtain Certified Copy of the Memorandum along with amendments

Capital Clause requires :
a. Resolution of the Board of Directors
b. Special Resolution of the Shareholders
c. Filing of Return to the RJSC through Form-IV along with fees for additional capital as per 53(4) and 56
d. Obtain Certified Copy of the Memorandum along with amendments

Subscriber Clause: This clause cannot be change.

Articles of Association

The Articles of Association is the constitution for internal administration of the Company. The Articles of Association define the company's purpose and lays out how tasks are to be accomplished within the organization, including the process for appointing directors and how financial records will be handled. 

Memorandum of Association

The Memorandum of Association is the basic constitution of the Company or it lays the foundation of the Company. The Memorandum binds the Company and its member to the extent as if they had been signed and sealed by each member to observe all the provisions of the memorandum and memorandum must be filed with the Registrar.

The Memorandum of Association must contain the following clauses according to the section 5 to 8 of the Act

How to convert public limited company into private limited company

According to Section 231 and 232 of the Companies Act 1994 a public limited company may convert into private limited company by fulfilling the following condition:

How to covert private limited company into public limited company?

According to Section 231 and 232 of the Companies Act 1994 a private limited company may convert into public limited company by fulfilling conditions as mentioned below :

How a company is incorporated?

The promoters or the sponsors take the initiatives to incorporate a company under the Companies Act.  A three stage process is taking place in regard to incorporate of a company, such as 1. Promotion 2. Incorporation/Registration and 3. commencement of business.

Type of Company

To formalize your organization, first learn about and decide which business type is right for you. There are different types of company such as:

1. Private Company limited by shares

2. Public Company limited by shares

3. Company limited by Guarantee

4. Unlimited Company

Why a Company is Incorporated?

To prevent the mischief arising from large trading undertaking being carried on by large fluctuating bodies, so that persons dealing with them would not know with whom they are contracting and so might be put to great difficulty and expanse. This was a public mischief to be redressed. One difficulty relating to unincorporated bodies was regarding the power to sue or be sued. The second and most important disadvantage of the absence of incorporation was that members could not limit their liability.

What do you mean Company?

A Company registered under Companies Act is a persona juris, cannot act by itself like a natural person and as it is a miniature republic, which is composed of its members, who are its shareholders and real owners.