Section 13:- Alteration of memorandum
✓ Alteration of memorandum
• A company may alter it's memorandum by passing special resolution & after complying with the procedure.
• The Change in Memorandum requires approval of Central Govt.
•No CG Approval is required where the change is in name of company by addition or deletion of word "private".
• Change in registered office from one state to another shall be approved by CG/RD.
✓ Procedural Aspects
• In case of name change of a company, ROC Shall issue a fresh Certificate of Incorporation and update the name in the registers.
• CG/RD after getting application, shall within 60 days (before passing it's order) satisfy itself that alteration have concentrate of it's creditors, debenture holders, and other person's have concerned with the company.
• A Company after receiving the order from CG/RD shall file a certificate copy of order with ROC Within a period as prescribed time to time.
• Dissenting shareholders shall be given an opportunity to exit by promoters in accordance with regulations as specified.
• Details of changes (as prescribed) shall be published in the newspapers (one English and one vernacular) where the registered office is situated of the company.
Related sections:- 10, 14 to 17, 61
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