Incorporation of Company and Matters Incidental Thereto | Corporate & Other Laws for CA Intermediate PDF Download

 Page 1


                 
   
 
 
 
INCORPORATION OF COMPANY AND MATTERS 
INCIDENTAL THERETO 
 
• PROMOTER 

 Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs 
the preliminary duties necessary to bring the company into being and float it, i.e. 
who brings the company into existence. He conceives the idea, develops it and 
induces others to join the enterprise.  
 The promoter originates the scheme for the formation of a company, gets 
together the subscribers to the memorandum, gets the memorandum and articles 
prepared, executed and registered; finds the bankers, brokers and legal advisers, 
finds the first directors, settles the terms of preliminary contracts with vendors 
and makes arrangement for preparation, advertisement and circulation of the 
prospectus and placement of the capital. 

 Definition: The term "Promoter” under section 2(69) means a person— 
a)   who has been named as such in a prospectus or is identified by the 
company in the annual return referred to in section 92; or 
b)   who has control over the affairs of the company, directly or indirectly 
whether as a shareholder, director or otherwise; or 
c)   in accordance with whose advice, directions or instructions the Board of 
Directors of the company is accustomed to act. 

 A person who merely acts in a professional capacity on behalf of the promoter, 
such as a solicitor or an accountant and who is paid by him is not a promoter. 
 
• INCORPORATION OF COMPANIES  
I. Selection of the type of company 
II.  Preliminary Requirements 
III.  Reservation of Name 
IV.  Preparation of the Memorandum of Association and Articles of Association 
V.  Filing of the documents with the Registrar of Companies 
(a) The memorandum and articles  
(b) a declaration in the prescribed  
(c) an declaration in Form INC-9  
(d) The address for correspondence  
(e) prescribed particulars of every subscriber  
(f) particulars of the interests of the persons mentioned in the articles as the 
first directors  along with FormDIR-12  
(g) E-Form INC-22  
VI.  Certificate of Incorporation and allotment of Corporate Identity Number 
VII. Effect of Registration [Sec. 9] 
VIII.  Commencement of Business [Sec. 11] 
 
 
 
 
 
Page 2


                 
   
 
 
 
INCORPORATION OF COMPANY AND MATTERS 
INCIDENTAL THERETO 
 
• PROMOTER 

 Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs 
the preliminary duties necessary to bring the company into being and float it, i.e. 
who brings the company into existence. He conceives the idea, develops it and 
induces others to join the enterprise.  
 The promoter originates the scheme for the formation of a company, gets 
together the subscribers to the memorandum, gets the memorandum and articles 
prepared, executed and registered; finds the bankers, brokers and legal advisers, 
finds the first directors, settles the terms of preliminary contracts with vendors 
and makes arrangement for preparation, advertisement and circulation of the 
prospectus and placement of the capital. 

 Definition: The term "Promoter” under section 2(69) means a person— 
a)   who has been named as such in a prospectus or is identified by the 
company in the annual return referred to in section 92; or 
b)   who has control over the affairs of the company, directly or indirectly 
whether as a shareholder, director or otherwise; or 
c)   in accordance with whose advice, directions or instructions the Board of 
Directors of the company is accustomed to act. 

 A person who merely acts in a professional capacity on behalf of the promoter, 
such as a solicitor or an accountant and who is paid by him is not a promoter. 
 
• INCORPORATION OF COMPANIES  
I. Selection of the type of company 
II.  Preliminary Requirements 
III.  Reservation of Name 
IV.  Preparation of the Memorandum of Association and Articles of Association 
V.  Filing of the documents with the Registrar of Companies 
(a) The memorandum and articles  
(b) a declaration in the prescribed  
(c) an declaration in Form INC-9  
(d) The address for correspondence  
(e) prescribed particulars of every subscriber  
(f) particulars of the interests of the persons mentioned in the articles as the 
first directors  along with FormDIR-12  
(g) E-Form INC-22  
VI.  Certificate of Incorporation and allotment of Corporate Identity Number 
VII. Effect of Registration [Sec. 9] 
VIII.  Commencement of Business [Sec. 11] 
 
 
 
 
 
                 
• MEMORANDUM OF ASSOCIATION 
“Fundamental Document” 

 Memorandum of Association is the fundamental condition upon which alone is 
allowed to incorporate. 
 
Definition and Meaning of 
Memorandum: 
Section 2(56) of the Companies Act, 
2013. 
"Memorandum" means memorandum 
of association of a company as 
originally framed or as altered from 
time to time in pursuance of any 
previous companies law or of this Act.  
 

 The memorandum of association is a document, which contains the fundamental 
provisions of the company's constitution. It defines as well as confines the 
powers of the company. It not only shows the objects of formation but also 
determines the utmost possible scope of its operations beyond which its action 
cannot go.  
Purpose of 
Memorandum: 
The purpose of memorandum is two-fold.  
1. The Prospective shareholder who contemplates the 
investment of his savings, should know the field in, or the 
purpose for which it is going to be used and what risk he is 
taking in making the investment.  
2. Outsiders or Creditors dealing with the company will know 
without reasonable doubt whether the contractual relation 
into which he contemplates entering with the company is 
one relating to a matter within its corporate objects.  
 
 
Form of 
Memorandum 
[Section 4]: 
• Table A is applicable to companies limited by shares;  
• Table B is applicable to companies limited by guarantee 
and not having a share capital;  
• Table C is applicable to the companies limited by guarantee 
and having a share capital;  
• Table D is applicable to unlimited companies and not 
having a share capital;  
• Table E is applicable to unlimited companies and having a 
share capital.  
 

 Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of 
association must be  
a. Printed,  
b. Divided into paragraphs, numbered consecutively and Signed by each 
subscriber (7 in the case of a public company; 2 in the case of a private 
company and 1 in the case of OPC) in the presence of at least one witness 
who shall attest the signatures of the subscribers.  
 
Page 3


                 
   
 
 
 
INCORPORATION OF COMPANY AND MATTERS 
INCIDENTAL THERETO 
 
• PROMOTER 

 Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs 
the preliminary duties necessary to bring the company into being and float it, i.e. 
who brings the company into existence. He conceives the idea, develops it and 
induces others to join the enterprise.  
 The promoter originates the scheme for the formation of a company, gets 
together the subscribers to the memorandum, gets the memorandum and articles 
prepared, executed and registered; finds the bankers, brokers and legal advisers, 
finds the first directors, settles the terms of preliminary contracts with vendors 
and makes arrangement for preparation, advertisement and circulation of the 
prospectus and placement of the capital. 

 Definition: The term "Promoter” under section 2(69) means a person— 
a)   who has been named as such in a prospectus or is identified by the 
company in the annual return referred to in section 92; or 
b)   who has control over the affairs of the company, directly or indirectly 
whether as a shareholder, director or otherwise; or 
c)   in accordance with whose advice, directions or instructions the Board of 
Directors of the company is accustomed to act. 

 A person who merely acts in a professional capacity on behalf of the promoter, 
such as a solicitor or an accountant and who is paid by him is not a promoter. 
 
• INCORPORATION OF COMPANIES  
I. Selection of the type of company 
II.  Preliminary Requirements 
III.  Reservation of Name 
IV.  Preparation of the Memorandum of Association and Articles of Association 
V.  Filing of the documents with the Registrar of Companies 
(a) The memorandum and articles  
(b) a declaration in the prescribed  
(c) an declaration in Form INC-9  
(d) The address for correspondence  
(e) prescribed particulars of every subscriber  
(f) particulars of the interests of the persons mentioned in the articles as the 
first directors  along with FormDIR-12  
(g) E-Form INC-22  
VI.  Certificate of Incorporation and allotment of Corporate Identity Number 
VII. Effect of Registration [Sec. 9] 
VIII.  Commencement of Business [Sec. 11] 
 
 
 
 
 
                 
• MEMORANDUM OF ASSOCIATION 
“Fundamental Document” 

 Memorandum of Association is the fundamental condition upon which alone is 
allowed to incorporate. 
 
Definition and Meaning of 
Memorandum: 
Section 2(56) of the Companies Act, 
2013. 
"Memorandum" means memorandum 
of association of a company as 
originally framed or as altered from 
time to time in pursuance of any 
previous companies law or of this Act.  
 

 The memorandum of association is a document, which contains the fundamental 
provisions of the company's constitution. It defines as well as confines the 
powers of the company. It not only shows the objects of formation but also 
determines the utmost possible scope of its operations beyond which its action 
cannot go.  
Purpose of 
Memorandum: 
The purpose of memorandum is two-fold.  
1. The Prospective shareholder who contemplates the 
investment of his savings, should know the field in, or the 
purpose for which it is going to be used and what risk he is 
taking in making the investment.  
2. Outsiders or Creditors dealing with the company will know 
without reasonable doubt whether the contractual relation 
into which he contemplates entering with the company is 
one relating to a matter within its corporate objects.  
 
 
Form of 
Memorandum 
[Section 4]: 
• Table A is applicable to companies limited by shares;  
• Table B is applicable to companies limited by guarantee 
and not having a share capital;  
• Table C is applicable to the companies limited by guarantee 
and having a share capital;  
• Table D is applicable to unlimited companies and not 
having a share capital;  
• Table E is applicable to unlimited companies and having a 
share capital.  
 

 Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of 
association must be  
a. Printed,  
b. Divided into paragraphs, numbered consecutively and Signed by each 
subscriber (7 in the case of a public company; 2 in the case of a private 
company and 1 in the case of OPC) in the presence of at least one witness 
who shall attest the signatures of the subscribers.  
 
                 

 Contents of Memorandum: Section 4 of the Companies Act provides that the 
memorandum of association of every company must contain the following 
clauses:- 
   Name Clause 
   Situation or Registered Office Clause 
   Objects Clause 
   Liability Clause 
   Capital Clause (only in the case of a company having a share capital) 
   Association Clause and Subscription Clause 
   Succession Clause (only in the case of OPC) 
 

 Change of Name [Section 13] :  
   Pass SR  
   Approval of CG (not required in case of addition or deletion of the word 
private) 
   Intimate to ROC under a form MGT 14  
   INC 24  
   New name INC 1 
   Alter MOA  
   Copy of altered MOA + Copy of SR + copy of approval from CG – file to  
ROC  
   New COI  
 

 Rectification of Name (Sec. 16) 
   Mere resemblance  
   Central Government – SUO – MOTO given notice to the company for 
rectification of name (pass OR within three months)  
   Company approaching CG for rectification of name – CG will give notice 
(pass OR within 6 months – only within 3 years from DOI)  
 
 
 
 
 
 
 
 
 
 
Page 4


                 
   
 
 
 
INCORPORATION OF COMPANY AND MATTERS 
INCIDENTAL THERETO 
 
• PROMOTER 

 Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs 
the preliminary duties necessary to bring the company into being and float it, i.e. 
who brings the company into existence. He conceives the idea, develops it and 
induces others to join the enterprise.  
 The promoter originates the scheme for the formation of a company, gets 
together the subscribers to the memorandum, gets the memorandum and articles 
prepared, executed and registered; finds the bankers, brokers and legal advisers, 
finds the first directors, settles the terms of preliminary contracts with vendors 
and makes arrangement for preparation, advertisement and circulation of the 
prospectus and placement of the capital. 

 Definition: The term "Promoter” under section 2(69) means a person— 
a)   who has been named as such in a prospectus or is identified by the 
company in the annual return referred to in section 92; or 
b)   who has control over the affairs of the company, directly or indirectly 
whether as a shareholder, director or otherwise; or 
c)   in accordance with whose advice, directions or instructions the Board of 
Directors of the company is accustomed to act. 

 A person who merely acts in a professional capacity on behalf of the promoter, 
such as a solicitor or an accountant and who is paid by him is not a promoter. 
 
• INCORPORATION OF COMPANIES  
I. Selection of the type of company 
II.  Preliminary Requirements 
III.  Reservation of Name 
IV.  Preparation of the Memorandum of Association and Articles of Association 
V.  Filing of the documents with the Registrar of Companies 
(a) The memorandum and articles  
(b) a declaration in the prescribed  
(c) an declaration in Form INC-9  
(d) The address for correspondence  
(e) prescribed particulars of every subscriber  
(f) particulars of the interests of the persons mentioned in the articles as the 
first directors  along with FormDIR-12  
(g) E-Form INC-22  
VI.  Certificate of Incorporation and allotment of Corporate Identity Number 
VII. Effect of Registration [Sec. 9] 
VIII.  Commencement of Business [Sec. 11] 
 
 
 
 
 
                 
• MEMORANDUM OF ASSOCIATION 
“Fundamental Document” 

 Memorandum of Association is the fundamental condition upon which alone is 
allowed to incorporate. 
 
Definition and Meaning of 
Memorandum: 
Section 2(56) of the Companies Act, 
2013. 
"Memorandum" means memorandum 
of association of a company as 
originally framed or as altered from 
time to time in pursuance of any 
previous companies law or of this Act.  
 

 The memorandum of association is a document, which contains the fundamental 
provisions of the company's constitution. It defines as well as confines the 
powers of the company. It not only shows the objects of formation but also 
determines the utmost possible scope of its operations beyond which its action 
cannot go.  
Purpose of 
Memorandum: 
The purpose of memorandum is two-fold.  
1. The Prospective shareholder who contemplates the 
investment of his savings, should know the field in, or the 
purpose for which it is going to be used and what risk he is 
taking in making the investment.  
2. Outsiders or Creditors dealing with the company will know 
without reasonable doubt whether the contractual relation 
into which he contemplates entering with the company is 
one relating to a matter within its corporate objects.  
 
 
Form of 
Memorandum 
[Section 4]: 
• Table A is applicable to companies limited by shares;  
• Table B is applicable to companies limited by guarantee 
and not having a share capital;  
• Table C is applicable to the companies limited by guarantee 
and having a share capital;  
• Table D is applicable to unlimited companies and not 
having a share capital;  
• Table E is applicable to unlimited companies and having a 
share capital.  
 

 Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of 
association must be  
a. Printed,  
b. Divided into paragraphs, numbered consecutively and Signed by each 
subscriber (7 in the case of a public company; 2 in the case of a private 
company and 1 in the case of OPC) in the presence of at least one witness 
who shall attest the signatures of the subscribers.  
 
                 

 Contents of Memorandum: Section 4 of the Companies Act provides that the 
memorandum of association of every company must contain the following 
clauses:- 
   Name Clause 
   Situation or Registered Office Clause 
   Objects Clause 
   Liability Clause 
   Capital Clause (only in the case of a company having a share capital) 
   Association Clause and Subscription Clause 
   Succession Clause (only in the case of OPC) 
 

 Change of Name [Section 13] :  
   Pass SR  
   Approval of CG (not required in case of addition or deletion of the word 
private) 
   Intimate to ROC under a form MGT 14  
   INC 24  
   New name INC 1 
   Alter MOA  
   Copy of altered MOA + Copy of SR + copy of approval from CG – file to  
ROC  
   New COI  
 

 Rectification of Name (Sec. 16) 
   Mere resemblance  
   Central Government – SUO – MOTO given notice to the company for 
rectification of name (pass OR within three months)  
   Company approaching CG for rectification of name – CG will give notice 
(pass OR within 6 months – only within 3 years from DOI)  
 
 
 
 
 
 
 
 
 
 
     
  

 Methods of shifting of Registered Office within same state:  
 
 
Change within the local 
limits of same 'town 
[Sec. 12]:  
A company can change its 
registered office from one 
place to another within the 
local limits of the city, town 
or village, where it is 
situated by passing a 
Board Resolution. 
 
 
A notice of the change is 
to be given to the Registrar 
of Companies in Form 
INC.22 within 15 days of 
such change.  
? This change of 
registered office does 
not involve alteration 
of memorandum.  
 
 
Change from one city to 
another within the same State 
and which does not involve 
the change of jurisdiction of 
Registrar of Companies, [Sec. 
12]: 
 
A special resolution has to be 
passed in the general meeting 
of the company. The special 
Resolution shall be passed by 
Postal Ballot in case of public 
company. 
 
Form No. MGT.14 shall be filed 
to the Registrar of Companies 
within 30 days of passing the 
special resolution.  
 
Also within 15 days of the 
change of the registered office, 
a notice to the Registrar should 
be given of the new location of 
the office in Form No. INC.22.  
?This change of registered 
office also does not involve 
alteration of memorandum.  
 
Change from one city to another within the same State involving 
change of jurisdiction of Registrar of Companies [Sec. 12]:  
  
A special resolution has to be passed in the general meeting of the 
company. 
 
Apply to Regional Director for approval 
 
Regional Director shall communicate within a period of 30 days from 
the date of receipt of application 
 
The company shall file the confirmation with the Registrar within a 
period of 60 days of the date of confirmation 
 
ROC shall register the same and certify the registration within a 
period of 30 days from the date of filing of such confirmation. 
 
Form No. MGT.14 shall be filed to the Registrar of Companies within 
30 days of passing the special resolution.  
 
Also within 15 days of the change of the registered office, a notice to the 
Registrar should be given of the new location of the office in Form No. 
INC.22.  
?This change of registered office also does not involve alteration of 
memorandum.  
? This provision is applicable only in those states where there are 
more than one offices of Registrar of Companies. At present there are 
two states, where there are more than one offices of ROCs. They are 
Maharashtra and Tamil Nadu. In Maharahstra, the two offices of ROCs 
are located at Mumbai and Pune; whereas in Tamil Nadu, the two 
offices of ROCs are located at Chennai and Coimbatore. 
 
Page 5


                 
   
 
 
 
INCORPORATION OF COMPANY AND MATTERS 
INCIDENTAL THERETO 
 
• PROMOTER 

 Meaning: A promoter is a one (i.e. individual firm, company etc.) who performs 
the preliminary duties necessary to bring the company into being and float it, i.e. 
who brings the company into existence. He conceives the idea, develops it and 
induces others to join the enterprise.  
 The promoter originates the scheme for the formation of a company, gets 
together the subscribers to the memorandum, gets the memorandum and articles 
prepared, executed and registered; finds the bankers, brokers and legal advisers, 
finds the first directors, settles the terms of preliminary contracts with vendors 
and makes arrangement for preparation, advertisement and circulation of the 
prospectus and placement of the capital. 

 Definition: The term "Promoter” under section 2(69) means a person— 
a)   who has been named as such in a prospectus or is identified by the 
company in the annual return referred to in section 92; or 
b)   who has control over the affairs of the company, directly or indirectly 
whether as a shareholder, director or otherwise; or 
c)   in accordance with whose advice, directions or instructions the Board of 
Directors of the company is accustomed to act. 

 A person who merely acts in a professional capacity on behalf of the promoter, 
such as a solicitor or an accountant and who is paid by him is not a promoter. 
 
• INCORPORATION OF COMPANIES  
I. Selection of the type of company 
II.  Preliminary Requirements 
III.  Reservation of Name 
IV.  Preparation of the Memorandum of Association and Articles of Association 
V.  Filing of the documents with the Registrar of Companies 
(a) The memorandum and articles  
(b) a declaration in the prescribed  
(c) an declaration in Form INC-9  
(d) The address for correspondence  
(e) prescribed particulars of every subscriber  
(f) particulars of the interests of the persons mentioned in the articles as the 
first directors  along with FormDIR-12  
(g) E-Form INC-22  
VI.  Certificate of Incorporation and allotment of Corporate Identity Number 
VII. Effect of Registration [Sec. 9] 
VIII.  Commencement of Business [Sec. 11] 
 
 
 
 
 
                 
• MEMORANDUM OF ASSOCIATION 
“Fundamental Document” 

 Memorandum of Association is the fundamental condition upon which alone is 
allowed to incorporate. 
 
Definition and Meaning of 
Memorandum: 
Section 2(56) of the Companies Act, 
2013. 
"Memorandum" means memorandum 
of association of a company as 
originally framed or as altered from 
time to time in pursuance of any 
previous companies law or of this Act.  
 

 The memorandum of association is a document, which contains the fundamental 
provisions of the company's constitution. It defines as well as confines the 
powers of the company. It not only shows the objects of formation but also 
determines the utmost possible scope of its operations beyond which its action 
cannot go.  
Purpose of 
Memorandum: 
The purpose of memorandum is two-fold.  
1. The Prospective shareholder who contemplates the 
investment of his savings, should know the field in, or the 
purpose for which it is going to be used and what risk he is 
taking in making the investment.  
2. Outsiders or Creditors dealing with the company will know 
without reasonable doubt whether the contractual relation 
into which he contemplates entering with the company is 
one relating to a matter within its corporate objects.  
 
 
Form of 
Memorandum 
[Section 4]: 
• Table A is applicable to companies limited by shares;  
• Table B is applicable to companies limited by guarantee 
and not having a share capital;  
• Table C is applicable to the companies limited by guarantee 
and having a share capital;  
• Table D is applicable to unlimited companies and not 
having a share capital;  
• Table E is applicable to unlimited companies and having a 
share capital.  
 

 Printing and Signing of Memorandum [Sections 3 & 4]: The memorandum of 
association must be  
a. Printed,  
b. Divided into paragraphs, numbered consecutively and Signed by each 
subscriber (7 in the case of a public company; 2 in the case of a private 
company and 1 in the case of OPC) in the presence of at least one witness 
who shall attest the signatures of the subscribers.  
 
                 

 Contents of Memorandum: Section 4 of the Companies Act provides that the 
memorandum of association of every company must contain the following 
clauses:- 
   Name Clause 
   Situation or Registered Office Clause 
   Objects Clause 
   Liability Clause 
   Capital Clause (only in the case of a company having a share capital) 
   Association Clause and Subscription Clause 
   Succession Clause (only in the case of OPC) 
 

 Change of Name [Section 13] :  
   Pass SR  
   Approval of CG (not required in case of addition or deletion of the word 
private) 
   Intimate to ROC under a form MGT 14  
   INC 24  
   New name INC 1 
   Alter MOA  
   Copy of altered MOA + Copy of SR + copy of approval from CG – file to  
ROC  
   New COI  
 

 Rectification of Name (Sec. 16) 
   Mere resemblance  
   Central Government – SUO – MOTO given notice to the company for 
rectification of name (pass OR within three months)  
   Company approaching CG for rectification of name – CG will give notice 
(pass OR within 6 months – only within 3 years from DOI)  
 
 
 
 
 
 
 
 
 
 
     
  

 Methods of shifting of Registered Office within same state:  
 
 
Change within the local 
limits of same 'town 
[Sec. 12]:  
A company can change its 
registered office from one 
place to another within the 
local limits of the city, town 
or village, where it is 
situated by passing a 
Board Resolution. 
 
 
A notice of the change is 
to be given to the Registrar 
of Companies in Form 
INC.22 within 15 days of 
such change.  
? This change of 
registered office does 
not involve alteration 
of memorandum.  
 
 
Change from one city to 
another within the same State 
and which does not involve 
the change of jurisdiction of 
Registrar of Companies, [Sec. 
12]: 
 
A special resolution has to be 
passed in the general meeting 
of the company. The special 
Resolution shall be passed by 
Postal Ballot in case of public 
company. 
 
Form No. MGT.14 shall be filed 
to the Registrar of Companies 
within 30 days of passing the 
special resolution.  
 
Also within 15 days of the 
change of the registered office, 
a notice to the Registrar should 
be given of the new location of 
the office in Form No. INC.22.  
?This change of registered 
office also does not involve 
alteration of memorandum.  
 
Change from one city to another within the same State involving 
change of jurisdiction of Registrar of Companies [Sec. 12]:  
  
A special resolution has to be passed in the general meeting of the 
company. 
 
Apply to Regional Director for approval 
 
Regional Director shall communicate within a period of 30 days from 
the date of receipt of application 
 
The company shall file the confirmation with the Registrar within a 
period of 60 days of the date of confirmation 
 
ROC shall register the same and certify the registration within a 
period of 30 days from the date of filing of such confirmation. 
 
Form No. MGT.14 shall be filed to the Registrar of Companies within 
30 days of passing the special resolution.  
 
Also within 15 days of the change of the registered office, a notice to the 
Registrar should be given of the new location of the office in Form No. 
INC.22.  
?This change of registered office also does not involve alteration of 
memorandum.  
? This provision is applicable only in those states where there are 
more than one offices of Registrar of Companies. At present there are 
two states, where there are more than one offices of ROCs. They are 
Maharashtra and Tamil Nadu. In Maharahstra, the two offices of ROCs 
are located at Mumbai and Pune; whereas in Tamil Nadu, the two 
offices of ROCs are located at Chennai and Coimbatore. 
 
                        
• Change from one State to another State [Sec.13] 
 A special resolution has to be passed in the general meeting of the company. 
 
 Apply to Central Government for approval 
  
 Central Government shall communicate within a period of 60 days from the date of 
receipt of application 
 The Central Government, before passing its order, may satisfy itself that the alteration 
has the consent of the creditors, debenture-holders and other persons concerned with 
the company or that the sufficient provision has been made by the company either for 
the due discharge of all its debt and obligations or that adequate security has been 
provided for such discharge. 
 
 File following documents with Registrar of both states: 
a) A certified copy of the order of the Central Government approving the alteration 
for change. 
b) Altered copy of MOA 
 
 The ROC of the State where the registered office is being shifted to, shall issue a fresh 
certi?cate of incorporation indication the alteration.  
 
 Also Form No. MGT.14 shall be filed to the Registrar of Companies within 30 days of 
passing the special resolution. Also within 15 days of the change of the registered 
office, a notice to the Registrar should be given of the new location of the office in 
Form No. INC.22. 
? A State Government cannot oppose shifting of the registered office of a company 
from one state to another on the ground that by this change the State would be 
deprived of its revenue. The question of loss of revenue to one state would have 
to be considered in the context of total revenue of the Republic of India and in the 
interest of the country as a whole. 
? It was held that employees’ union, which is a registered body and which 
represents quite a number of the employees employed at a registered office of 
the company, has the right to appear and to oppose the application made to the 
Central Government u/s 13 on the ground that their interests would be likely to be 
prejudicially affected if such special resolution would be confirmed by the Central 
Government 
? This change of registered office INVOLVES alteration of memorandum. 
 
• OBJECT CLAUSE 
• Pass SR  
• Alter MOA  
• Copy of SR + copy of altered MOA submit to ROC  
  
 
• LIABILTY CLAUSE