Q.Explain the general procedure for alteration of the Memorandum of Association under Section 13 of the Companies Act, 2013.

This is the baseline procedure every specific clause's alteration procedure builds on.

The Memorandum of Association is a company's charter, and altering it is deliberately made a more demanding process than altering an ordinary internal policy — Section 13 of the Companies Act, 2013 lays down the baseline procedure that applies, at minimum, to every clause of the memorandum.

The starting point is that a company may alter the provisions of its memorandum only by passing a special resolution — a resolution carried by a majority of not less than three times the votes cast against it, at a general meeting for which proper notice of the intended special resolution has been given. This higher voting threshold, compared with the simple majority an ordinary resolution requires, reflects how significant a change to the company's charter can be: it ensures that only a genuinely strong consensus among the members, not a narrow majority, can move the boundaries the memorandum fixes.

Passing the special resolution is, however, only the first step; the alteration does not become legally effective merely because the members have voted for it. Section 13 requires the company to file the alteration with the Registrar of Companies, along with the special resolution itself and, where required, a printed copy of the memorandum as altered, within the time the Act and rules prescribe. The Registrar then registers the alteration, and it is only from the date of this registration that the altered memorandum takes legal effect — until then, the company's memorandum, for every legal purpose, remains as it stood before the resolution was passed. …