The Memorandum of Association (MoA) and Articles of Association (AoA) of the Company are the foundation on which a Company is run. The MoA sets the major objectives. The AoA gives the Rules of achieving them. Both these basic documents can be amended/ altered as per procedure laid down in the Companies Act, 2013 read with Rules thereunder.

Alteration of MoA

MoA lists the 5 major Clauses of the Company and is known by the acronym NALCO. Though the order of displaying the same is different in the MoA

N - Name Clause

A - Address Clause (State of Registered Office)

L - Liability Clause

C - Capital Clause (includes Subscription clause)

O - Object Clause

Alteration of Name Clause:

Special Resolution and

Approval of the Central Government (except where the change in the name of the Company is the deletion or addition of the word "Private")

A Company may change its Name Clause in the following manner:

(a) Conversion of name from private to public, or

(b) Conversion of name from public to private, or

(c) Change of name from ABC Private Limited to XYZ Private Limited.

Alteration of Place of Registered Office

Special Resolution and approval of the Central Government is required in specified form and manner. This requires approval of Regional Director. 

Alteration of Liability Clause

Special Resolution passed by the shareholders at a General Meeting. This will also attract alteration of AoA of the Company.

Main Object Clause

A Company may change its Main object clause by passing a Special Resolution. If the change in Main Object clause is such that the Name of the Company will become misleading, then the Registrar of Companies (ROC) may ask the Company to alter the Name Clause also, to bring the Name Clause in sync with the changed Object Clause.

Ancillary Object Clause

A Company may require to make additions/deletions to its ancillary object clause. This can be done by a Special resolution.

Ex: Addition of Clause for ‘Investment of surplus funds of the Company’

Alteration of AoA

Any alteration to the AoA, which is not ultra vires the Companies Act, 2013 can be effected by passing a Special Resolution at a General Meeting of the Company..

Change of Public Company to Private and addition thereto of restrictive clauses:

When any alteration has the effect of converting a public company into a private company, such alteration shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed.