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Section 15: Alteration of memorandum or articles to be noted in every copy

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
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Act 2013
Section 14 All 470 Sections of Companies Act Section 16
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Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 15

Section 15 mandates that every alteration made in the memorandum or articles of association must be noted in every issued copy, imposing strict corporate and officer penalties for circulating obsolete governance charters.

  • Mandatory Notation of Alterations: Every amendment, alteration, or addition made to the memorandum (MoA) or articles (AoA) must be embodied in every issued copy of the charter.
  • Prohibition of Obsolete Distribution: Circulation, issuance, or delivery of an un-amended or obsolete copy of the MoA or AoA to members or the public is strictly prohibited.
  • Strict Quasi-Criminal Penalty: A default under this section attracts a penalty of one thousand rupees for each copy issued without the required alteration against both the company and every officer in default.
Key Landmark Precedents:
  • Guinness v. Land Corporation of Ireland, (1882) 22 Ch D 349: Held that the memorandum is the fundamental charter beyond which the company cannot travel, and internal changes must be transparently recorded to protect prospective contracting parties.
  • Ashbury Railway Carriage and Iron Co. v. Riche, (1875) LR 7 HL 653: Established the doctrine of ultra vires and affirmed that members and contracting third parties are bound by the public notice of the altered registered charter.
Courtroom Practice & Strategic Litigation Guidance:

Corporate secretarial teams must implement automated version control ensuring that immediately upon RoC registration of Form MGT-14, all digital and physical copies of the MoA and AoA are replaced with altered master versions, shielding directors from Section 15 penalties.

Section 14 All 470 Sections of Companies Act Section 16