Updated: 16 September 2026

Section 13 of the Companies Act, 2013: Alteration of Memorandum of a Company

Section 13 of the Companies Act, 2013 governs alteration of a company's Memorandum of Association (MOA), subject to Section 61 and the other applicable provisions of the Act and rules. Depending on the clause being changed, the process may require a special resolution, filing with the Registrar of Companies (ROC), and approval of the Central Government or Regional Director.

What is alteration of the Memorandum of Association?

The Memorandum of Association is the constitutional document that states fundamental particulars of a company, including its name, State in which the registered office is situated, objects, liability and capital clauses, as applicable. An "alteration of memorandum" means a legally valid change to one or more of those provisions in the manner permitted by the Companies Act, 2013.

Section 13 is the principal provision for alteration of the memorandum. Section 61 separately deals with specified alterations of share capital. Therefore, the correct route depends on the clause proposed to be changed.

Section 13 - Alteration of Memorandum: provision explained

Section 13(1): Special resolution

Except where Section 61 applies, a company may alter the provisions of its memorandum by passing a special resolution and following the procedure prescribed under Section 13 and the applicable rules. A special resolution is a resolution satisfying the statutory voting requirements under Section 114(2) of the Companies Act, 2013.

Section 13(2) and 13(3): Change of company name

A change in the name of a company is subject to Section 4(2) and Section 4(3). It generally requires written approval of the Central Government. The statutory exception is where the only change is addition or deletion of the word "Private" because of conversion from one class of company to another in accordance with the Act.

The name change becomes complete and effective when the Registrar enters the new name in the register and issues a fresh certificate of incorporation.

Section 13(4) and 13(5): Registered office from one State to another

An alteration of the memorandum that shifts the registered office from one State to another does not take effect unless approved by the Central Government in the prescribed manner. Section 13(5) provides a statutory period of sixty days for disposal of the application and permits the authority to consider the position of creditors, debenture-holders and other concerned persons, including arrangements for discharge or security of debts and obligations.

Section 13(6) and 13(7): Filing and registration

For an alteration of the memorandum, the company must make the filings required by the Act, including the special resolution and, where applicable, the approval for change of name. Where the registered office is transferred from one State to another, the approval order must be filed in the prescribed manner, and the Registrar of the destination State issues a fresh certificate of incorporation reflecting the alteration.

Section 13(8): Change of objects where public issue money remains unutilised

A company that raised money from the public through a prospectus and still has an unutilised amount cannot change the objects for which the money was raised merely by an ordinary internal decision. Section 13(8) requires a special resolution, prescribed disclosures and publication, including placement on the company's website if it has one. Dissenting shareholders must receive the exit opportunity contemplated by the applicable Securities and Exchange Board of India regulations.

Section 13(9) and 13(10): Registration is essential

The Registrar is required to register an alteration relating to the objects of the company and certify registration within the statutory period stated in Section 13(9). More importantly, Section 13(10) makes registration a condition of effectiveness: an alteration under Section 13 has no effect until it is registered in accordance with the section.

Section 13(11): Company limited by guarantee without share capital

In the case of a company limited by guarantee and not having share capital, an alteration that purports to give a person a right to participate in divisible profits otherwise than as a member is void.

Practical procedure for alteration of MOA

The exact compliance route depends on whether the alteration concerns the name clause, registered-office State clause, objects clause, liability clause or capital clause. A typical Section 13 process includes the following steps:

1. Identify the MOA clause to be altered and confirm whether Section 13, Section 61 or another provision governs the change.
2. Approve the proposal through the Board and issue notice for the members' meeting in accordance with the Act and applicable rules.
3. Pass the required special resolution, where Section 13 requires it.
4. File the special resolution with the ROC in Form MGT-14, where applicable, with the prescribed attachments and fee.
5. Obtain the additional statutory approval required for a name change or inter-State registered-office shift, if applicable.
6. File the approval/order and altered memorandum in the applicable MCA webform and complete registration with the ROC.
7. After registration becomes effective, update copies of the memorandum and consequential company records, stationery, disclosures and registrations as required by law.

Change of company name under Section 13

For a voluntary change of name, the company should first ensure that the proposed name complies with Section 4 and the Companies (Incorporation) Rules, 2014. In the current MCA workflow, name reservation is made through the applicable MCA name-reservation service, the company passes the required special resolution, files the resolution in MGT-14 where applicable, and uses INC-24 for reporting/approval of the change of name in accordance with the current MCA process.

The change is legally effective only after the Registrar issues the fresh certificate of incorporation in the new name. A mere shareholders' resolution does not by itself complete the name change.

Shift of registered office from one State to another

An inter-State shift changes the State clause in the memorandum and therefore requires compliance with Section 13(4) to 13(7), read with the Companies (Incorporation) Rules, 2014. The MCA's current instruction material identifies Form INC-23 as the application to the Regional Director for approval to shift a registered office from one State to another (and also for certain shifts between ROC jurisdictions within the same State).

The process requires attention to creditors and other interested persons, prescribed notices and supporting documents. The shift takes effect only after the required approval, filings and registration are completed.

Alteration of the objects clause

A company may alter its objects clause by special resolution and registration under Section 13. If the company raised money from the public through a prospectus and any of that money remains unutilised, the additional safeguards in Section 13(8) apply. Those safeguards include prescribed disclosure/publication and an exit opportunity for dissenting shareholders in accordance with applicable SEBI regulations.

Important compliance points

• Do not treat the special resolution alone as completing the alteration; Section 13(10) requires registration before the alteration has effect.
• Use the current version of the MCA webform and instruction kit at the time of filing.
• Where a change affects other registrations, licences, bank records, tax registrations, contracts or public disclosures, update them after the corporate change becomes effective.
• Section 15 requires alterations in the memorandum or articles to be noted in every copy, as applicable.

Official legal and filing resources

For the current statutory text and filing procedure, refer to the Companies Act, 2013 - Ministry of Corporate Affairs, the MCA portal, the MGT-14 instruction kit, the INC-24 instruction kit and the INC-23 instruction kit.