1. Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.
2. Any change in the name of a company shall be subject to the provisions of subsections (2 ) and (3 ) of section 4 and shall not have effect except with the approval of the Central Government in writing:
Provided that: no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
3. When any change in the name of a company is made under sub-section (2 ), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
4. The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.
5. The Central Government shall dispose of the application under sub-section (4 ) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that the sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge.
6. Save as provided in section 64, a company shall, in relation to any alteration of its memorandum, file with the Registrar—
a. the special resolution passed by the company under sub-section (1 );
b. the approval of the Central Government under sub-section (2 ), if the alteration involves any change in the name of the company.
7. Where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in such manner as may be prescribed, who shall register the same, and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.
8. A company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and—
i. the details, as may be prescribed, in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating therein the justification for such change;
ii. the dissenting shareholders shall be given an opportunity to exit by the promoters and shareholders having control in accordance with regulations to be specified by the Securities and Exchange Board.
9. The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with clause (a ) of sub-section (6 ) of this section.
10. No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.
11. Any alteration of the memorandum, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void.
Legal Commentary & Landmark Judgments: Section 13
Section 13 prescribes the procedural and substantive legal requirements for altering a company's memorandum of association, including changes of name, registered office state, and business objects.
Where a company alters its objects after raising money from the public through a prospectus without fully utilizing the funds, sub-section (8) requires a special resolution via postal ballot and an exit offer to dissenting shareholders at a price determined under SEBI regulations.
Section 13 safeguards both sovereign revenue interests and shareholder rights. The stringent exit-offer mandate under Section 13(8) prevents corporate promoters from diverting public funds into unapproved speculative ventures. In registered office transfers, Regional Directors conduct rigorous scrutiny to confirm that the relocation is not an evasive maneuver to avoid pending state tax investigations or criminal proceedings.