Section 13 — Alteration of memorandum

(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 it s
memorandum.
(2) Any change in the name of a company shall be subject to the provisions of sub-sections (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.

1. Subs. by Act 1 of 2018, s. 6, for “within fifteen days” (w.e.f. 27-7-2018).
2. Ins. by Act 22 of 2019, s. 4 (w.e.f. 2-11-2018).

(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 Go vernment 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 c hange 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 dissentin g 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 wit h 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