Alteration of Memorandum

7/30/2019 Alteration of Memorandum

1/13

ALTERATION OF

MEMORANDUM


2/13

Alteration in name clause

By special resolution (sec 21)

Approval of central govt.

ALTERATION IN REGISTEREDOFFICE CLAUSE

Change of registered office with insame state


3/13

Change of registered

office with in same state

Co. shall file with the registrar acertified copy of the confirmation by

the regional director for change of itsregistered office under sec. 17-A, within two months.

File an altered copy of MOA .


4/13

Change of registered office

from one state to another

Special resolution

Confirmation by the central govt.

Notice to the affected parties.

Notice to the registrar.

Power of central govt. to confirm thechange discretionary.

Rights and interest of members andcreditors to be taken care.


5/13

Conti..

Purchase of shares of dissentientmembers.

Copy of special resolution and theorder of the central government to befiled with the registrar. (within 3

months)


6/13

ALTERATION OF OBJECTS

(sec 17)

Special resolution

(confirmation of the same by the

central govt. required beforeamendment of the act in 1996)

The power of alteration of objects is

subject to two limits, namely-

1. Substantive or physical limit.

2. Procedural limit.


7/13

Procedural limit

Special resolution.

Copy of special resolution to be filed

with the central govt. with in 1 month.

The shall register the specialresolution and certify the registration

with in 1 month from the date of filingof the sp. Resolution.


8/13

ALTERATION IN LIABILTY

CLAUSE (sec 38)A Ltd. Cannot change its MOA so as

to impose any additional liability on

the member or to compel them to buy

additional shares of the co. unless allthe members agree in writing.


9/13

ALTERATION IN CAPITAL

CLAUSE (sec 94) A limited company having

share capital may, if authorized by itsArticles, alter its share capital.

Ordinary resolution required.

Notice to registrar (sec 95) within 30

days.


10/13

DOCTRINE OF ULTRA VIRES

Ultra means beyond and viresmeans powers.

The term ultra vires means that thedoing of the act is beyond the legalpower and authority of the company.

1. Ultra vires the directors

2. Ultra vires the Articles


11/13

Effects of ultra vires

transaction Injunction.

Personal liability of Directors.

Ultra vires contracts.

Ultra vires acquired property.

Ultra vires torts.


12/13

Exception to the doctrine of

ultra vires If an act is ultra vires to the director

but intra vires to the company, co.

may rectify it. It an act is ultra vires the Article, the

article may be altered.

If an act is intra vires a company ,butis done irregularly, the sh. Holder mayrectify it.


13/13

Exception to the doctrine of

ultra vires If a person borrows money from a

company under a contract which is

ultra vires the company, the co. cansue for the recovery.

If a co. purchase some property forma third party under an ultra virescontract or has taken ultra vires loan,third party has the right to follow hisproperty or money

Documents

Alteration of Memorandum