Changing Your MoA or AoA: Name, Objects, Registered Office and Conversion (Sections 13-15)

The business pivots, the brand name changes, the registered office moves to another State, or a private company prepares to go public. None of these happen by board decision alone. Sections 13 to 15 of the Companies Act 2013 route every charter change through a special resolution. The charter is the memorandum (MoA, the company's founding document) and the articles (AoA, its internal rules). Central Government approval is added for name changes, inter-State shifts and public-to-private conversion. A registration rule then denies effect to anything unregistered.

Legal basis: Companies Act 2013, ss.13-15 and s.117.

The master rule: special resolution, then registration, then effect

Section 13(1) states the memorandum rule: "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." Capital-clause changes under s.61 run on their own track. Section 14(1) mirrors this for articles: a company may, by a special resolution, alter its articles, subject to the Act and the conditions in its memorandum.

A special resolution has a precise test in s.114(2). The notice calling the general meeting must say it will be proposed as a special resolution. The notice must be duly given. The votes cast in favour must be not less than three times the votes cast against. The test counts votes cast, not a fraction of everyone present. Ordinary resolutions and board resolutions cannot move charter text.

Nothing moves until it is registered. Section 13(10): "No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section." A name changed by resolution but unregistered is still the old name for contracts, cheques and filings.

Name changes: written Central Government approval and a fresh certificate

Section 13(2) makes any change of name subject to s.4(2) and (3) (name availability) and provides that it shall not have effect except with the Central Government's approval in writing. The only exception is where the sole change is deleting or adding the word "Private" because the company is converting from one class to another.

On approval, under s.13(3), the Registrar enters the new name and issues a fresh certificate of incorporation. The change is "complete and effective only on the issue of such a certificate". Do not backdate anything to the resolution date. When filing the memorandum alteration, s.13(6) requires the special resolution and, for a name change, the Central Government's approval to be filed with the Registrar.

Moving to another State: Central Government approval

Under s.13(4), an alteration of the memorandum moving the registered office from one State to another has no effect unless the Central Government approves it on an application in the prescribed form and manner. Under s.13(5) the Central Government is to dispose of the application within sixty days. Before passing its order it may satisfy itself on one of three points. Either the alteration has the consent of creditors, debenture-holders and other persons concerned. Or sufficient provision has been made to discharge the company's debts and obligations. Or adequate security has been provided for such discharge.

After approval, s.13(7) requires a certified copy of the order to be filed with the Registrar of Companies of each of the two States, within the time and manner prescribed. The Registrar of the State being moved to issues a fresh certificate of incorporation indicating the alteration. The prescribed form, fee and time limit come from the Companies (Incorporation) Rules 2014 as currently amended; check the current rules on the MCA portal before you file.

Objects changes while prospectus money is unspent

Section 13(8) protects investors. A company that raised money from the public through a prospectus and still holds an unutilised amount cannot change the objects for which it raised that money unless a special resolution is passed and two further conditions are met. The prescribed details of the resolution must be published in newspapers (one English, one vernacular) circulating where the registered office is situated. They must also be placed on the company's website, if any, with the justification for the change. Dissenting shareholders must be offered an exit by the promoters and shareholders having control, in accordance with SEBI regulations.

For objects changes generally, s.13(9) requires the Registrar to register the alteration and certify the registration within thirty days of the filing of the special resolution under s.13(6)(a).

One narrow rule applies to a company limited by guarantee and not having a share capital: under s.13(11), any alteration of its memorandum purporting to give a person a right to participate in the divisible profits otherwise than as a member is void.

Conversion through the articles

Section 14(1) expressly allows an alteration of the articles to convert a private company into a public company, or the reverse. The two directions are treated differently.

• Private to public. Under the first proviso to s.14(1), if a private company alters its articles so that they no longer include the restrictions and limitations required in the articles of a private company, it ceases to be a private company from the date of the alteration.
• Public to private. Under the second proviso, a conversion of a public company into a private company is not valid unless approved by an order of the Central Government on an application in the prescribed form and manner. A third proviso saves applications that were pending before the Tribunal when the Companies (Amendment) Act 2019 commenced.

Under s.14(2), every alteration of the articles, together with a copy of the Central Government's approval order where one is required, must be filed with the Registrar with a printed copy of the altered articles within fifteen days, in the prescribed manner. Section 14(3) then treats the registered alteration as valid as if it were originally in the articles.

Filing the resolution itself: s.117

Separately from the s.14(2) filing, s.117(1) requires a copy of every resolution covered by s.117(3), which includes special resolutions, to be filed with the Registrar within thirty days of its passing, with the explanatory statement under s.102 if any, in the prescribed manner and with the prescribed fee. The proviso requires a resolution that alters the articles to be embodied in or annexed to every copy of the articles issued afterwards.

If a company fails to file within that period, s.117(2) imposes a penalty of ₹10,000 on the company, with a further ₹100 for each day after the first during which the failure continues, subject to a maximum of ₹2 lakh. Every officer in default, including a liquidator if any, faces ₹10,000 plus ₹100 a day, subject to a maximum of ₹50,000.

So an articles alteration can involve two clocks: thirty days for the resolution (s.117(1)) and fifteen days for the altered articles (s.14(2)). Which e-forms carry each filing, and any rule-based timing for the memorandum filings, are set by the current Rules, so confirm them before you file.

Note every alteration in every copy

Section 15(1): "Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be." Under s.15(2), the company and every officer in default are liable to a penalty of ₹1,000 for every copy issued without the alteration. Per-copy penalties add up when old versions sit in data rooms, bank files and investor folders.

A worked scenario

A private company in one State rebrands, adds a new objects clause and shifts its registered office to another State, funded entirely by private placement so s.13(8) does not apply. The sequence runs as follows.

• Confirm name availability under s.4.
• Give notice specifying the intention to propose a special resolution, and pass it under s.114(2).
• Apply to the Central Government for name approval (s.13(2)) and for the inter-State shift (s.13(4)), with the creditor consent or security material the Central Government may look at (s.13(5)).
• File the special resolution and name approval (s.13(6)), and file the certified order with the Registrars of both States (s.13(7)).
• Receive the fresh certificate for the new name (s.13(3)) and the fresh certificate from the destination Registrar (s.13(7)).
• Update every copy of the memorandum in circulation (s.15).

None of the changes has effect until registered (s.13(10)).

What to do now

• Next step: pass a properly noticed special resolution (s.114(2)), then identify which approvals your change needs: Central Government for a name change (s.13(2)), an inter-State shift (s.13(4)) or public-to-private conversion (s.14(1), second proviso).
• Deadlines: file the resolution within thirty days of passing (s.117(1)); file altered articles with a printed copy within fifteen days (s.14(2)). Certification of an objects alteration is due from the Registrar within thirty days of filing the resolution (s.13(9)).
• Consequence of delay: the alteration has no effect until registered (s.13(10)); late resolution filing attracts the s.117(2) penalty; uncorrected copies attract ₹1,000 per copy (s.15(2)).

Have a CA review your facts before you act or file.

Frequently asked questions

Can the board alone change the MoA or AoA?
No. Both need a special resolution (ss.13(1) and 14(1)).

Does a name change need government approval?
Yes, written approval of the Central Government, unless the only change is adding or deleting "Private" on conversion (s.13(2)).

When does a new name take legal effect?
Only on the issue of the Registrar's fresh certificate of incorporation (s.13(3)), not on the resolution date.

What applies to moving the registered office to another State?
Central Government approval (s.13(4)), disposal within sixty days, with the Central Government able to look at creditor consent or security (s.13(5)). Certified orders go to both Registrars and the destination Registrar issues a fresh certificate (s.13(7)).

Is public-to-private conversion harder than the reverse?
Yes. A public-to-private conversion is not valid without a Central Government order; the reverse follows when the private-company restrictions are removed from the articles (s.14(1) provisos).

Must old copies of the MoA and AoA be updated?
Yes. Every alteration must be noted in every copy, with a penalty of ₹1,000 per non-compliant copy issued (s.15).

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See Also

• Shifting Your Registered Office: What the Law Requires at Each Distance
• Buying back your own shares (s.68): the 25% ceiling, the board-vs-members route, and the solvency paper trail
• Sweat equity shares: issuing shares for know-how instead of cash (s.54)