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Business Environment and Law-Memorandum And Articles Of Association

Alteration Of Memorandum- Memorandum And Articles Of Association

   Posted On :  08.05.2018 07:32 am

Section 16 provides that the company can not alter the conditions contained in Memorandum except in the cases and in the mode and to the extent express provision has been made in the Act.

Alteration Of Memorandum
 
 
Section 16 provides that the company can not alter the conditions contained in Memorandum except in the cases and in the mode and to the extent express provision has been made in the Act.
 

Change Of Name:

 
 
The name of a company may be changed at any time by passing a special resolution at a general meeting of the company and with the written approval of the Central Government.
 

Change Of Registered Office:

 
 
(a)Change of registered office from one premises to another premises in the same city, town or village. A resolution passed by the Board of Directors shall be sufficient. (b)Change of registered office from one town or city or village to another town or city or village in the same state procedure.

1. Special resolution
2. Confirmation of regional director
3. Copy of special resolution and confirmation by regional directors to be filed with ROC.
4. Notice of new location. Within 30 days the notice of the new location has to be given to the registrar who shall record the same. (c)Change of registered office from one State to another State can be done by a special resolution which is required to be confirmed by the Company Law Board (CLB).

Alteration Of Objects Clause (Section 17):

 
 
Empowers a company to change the place of its registered office from one State to another or to alter its objects by passing a special resolution, if alteration is sought on any of the following grounds:

1. To carry on its business more economically and more efficiently
2. To attain its main purpose by new or improved means
3. To enlarge or change the local area of its operation
4. To carry on some business which under existing circumstances may be conveniently or advantageously combined with the business of the company
5. To restrict or abandon any of the objects specified in the Memorandum.
6. To sell or dispose of the whole or any part of the undertaking.
7. To amalgamate with any other company or body of persons.

Alteration Of Liability Clause (Sec. 38):

 
 
The liability of a member of a company can not be increased unless the member agrees in writing. Increase in liability may be by way of subscribing for more shares than the number held by him at the date on which the alteration is made or in any other manner.
 

Alteration Of Capital Clause (Section 94):

 
 
It provides that, if the articles authorize a company limited by share capital, by an ordinary resolution passed in general meeting, may alter the conditions of its Memorandum in regard to capital so as –

To increase its authorized share capital , 2. To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, 3. To convert all or any of its fully paid-up shares into stock, and reconvert the stock into fully paid-up shares of any denomination, 4. To sub-divide its shares, or any of them, into shares of smaller amount. 5. To cancel shares which have not been taken or agreed to be taken by any person.

 

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