Alterations, Changes and Modifications of the Articles of Associations

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

a. Resolution of the Board of Directors
b. Special Resolution of the Members as per Sec 20
c. Filing of return to the RJSC along altered articles of association through Form-VIII.
d. Obtain certified copy of the articles of association along with amendments.

Restriction on Alteration/Amendment of Memorandum

Alteration/Amendment of Memorandum has got some statutory obligations and effect which must not be ignored. Section 10 express that, “a company shall not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent for which express provision in made in the Act.”

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

Nature of Fire Insurance

The occurrence of a fire will result not only in loss or damage to material property but also other consequential losses such as loss of production causing loss of profit. The function of fire insurance is to make good the financial loss suffered as a result of fire. 

Definition of Fire Insurance

Fire insurance has not a long history. The real establishment of fire insurance came only after the great fire of London in 1066. This fire lasted for four days and nights burning over 436acres of ground and destroying over 13,000 buildings was the most disastrous fire in history and forcibly awakened the people to the necessity for a form of protecting against such calamities.