Section 15 of the Companies Act, 2013: Alteration of Memorandum or Articles to be Noted in Every Copy
Section 15 of the Companies Act, 2013 requires a company to ensure that every alteration made to its memorandum of association or articles of association is reflected in every copy of the relevant document. The provision also imposes a monetary penalty where an unamended copy is issued.
Updated: 16 September 2026
- After a valid alteration, the company should update all copies of the memorandum or articles before issuing them.
- The statutory requirement applies to each copy of the document concerned.
- Default attracts a penalty of Rs. 1,000 for every copy issued without the alteration.
What does Section 15 mean?
A company's memorandum of association (MOA) sets out fundamental matters concerning the company, including matters specified under Section 4. Its articles of association (AOA) contain the regulations for management of the company and are dealt with under Section 5.
When the memorandum is altered in accordance with Section 13, or the articles are altered in accordance with Section 14, Section 15 requires that alteration to be incorporated in every copy of the relevant constitutional document. In practical terms, an old copy should not continue to be issued as though it were current.
Text and effect of Section 15
Section 15(1): Every alteration made in the memorandum or articles of a company must be noted in every copy of the memorandum or articles, as applicable.
Section 15(2): If the company defaults, the company and every officer who is in default are liable to a penalty of Rs. 1,000 for every copy of the memorandum or articles issued without the alteration.
The current official text available through India Code retains this per-copy penalty structure. The obligation is therefore document-specific: the risk arises when a copy is issued without incorporating the alteration. The original page correctly identified the Rs. 1,000 per-copy penalty, but its statement that the alteration must be noted on "every page" has been corrected to the statutory expression, "every copy."
When does Section 15 become relevant?
Section 15 operates after an alteration has been validly made under the applicable provisions of the Companies Act, 2013. Common examples include an alteration to the memorandum under Section 13 or an alteration to the articles under Section 14. The precise approval, filing and registration requirements depend on the nature of the alteration and the provision under which it is made.
| Provision | Subject | Connection with Section 15 |
|---|---|---|
| Section 13 | Alteration of memorandum | Once the alteration becomes effective in accordance with law, copies of the memorandum should reflect it. |
| Section 14 | Alteration of articles | Copies of the articles issued after the alteration should contain the altered provisions. |
| Section 15 | Updating every copy | Creates the express obligation and the Rs. 1,000 per-copy penalty for default. |
| Section 17 | Copies to members | Where copies are supplied to members, the company should ensure that the copies contain applicable alterations. |
Practical compliance steps
After an alteration takes effect, the company should update its master electronic and printed versions of the MOA or AOA, replace obsolete templates used for supplying copies, and ensure that personnel responsible for secretarial records use the current version. A version date or internal document-control notation can also help prevent accidental circulation of an outdated copy, although Section 15 itself does not prescribe a particular format for such internal controls.
Penalty for issuing an outdated copy
If an altered provision is omitted from a copy that is issued, Section 15(2) makes the company and every officer who is in default liable to a penalty of Rs. 1,000 for every such copy. Because the penalty is linked to each copy issued without the alteration, companies should update controlled copies promptly after an alteration becomes effective.
Official legal resources
For the authoritative statutory text and current legislative material, see the Companies Act, 2013 on India Code and the Companies Act, 2013 published by the Ministry of Corporate Affairs.
This article is a general explanation of Section 15. For a specific corporate action, verify the current Act, applicable rules, notifications, forms and filing requirements before acting.