A company licensed under Section 8 of the Companies Act 2013 is a not-for-profit incorporated to promote objects such as commerce, art, science, education, research, social welfare, religion, charity or protection of the environment, and it must apply its income only to those objects and pay no dividend. Because that charitable character is the reason the licence exists, the Act does not let such a company rewrite its constitution freely. It may change its name or its main-object clause, but every alteration needs a special resolution and the approval that Section 8(4) reserves to the Central Government, an approval now delegated to the Registrar of Companies. This explainer sets out the statutory basis, the forms and deadlines for each change, and the limits that keep the amended company within Section 8.
The Two Layers of Approval
Alterations to a Section 8 company sit on two statutory provisions read together. The first is Section 8(4)(i), which imposes a restriction no ordinary company faces:
"A company registered under this section shall not alter the provisions of its memorandum or articles except with the previous approval of the Central Government."
The approval is both mandatory and prior: it must be obtained before the alteration takes effect, and it covers any change to the memorandum, including the name and object clauses, as well as the articles. The Central Government has, however, delegated that power. Under MCA Notification S.O. 1353(E) dated 21 May 2014, the powers under Section 8(4)(i) pass to the Registrar of Companies, with one carve-out: the delegation does not extend to an alteration of the memorandum that converts the company into another kind of company. The practical effect is a clean division. A change of name or of objects can be approved by the Registrar under delegated authority. Only where the company seeks to shed its Section 8 status and convert into, for example, a private limited company does approval move up to the Central Government, exercised through the Regional Director on Form RD-1. For a standalone name or object change, Form RD-1 is not required.
The second provision is Section 13, the general procedure for altering the memorandum, which supplies the mechanics the Section 8 approval sits on top of. Section 13(1) permits alteration by special resolution. Section 13(2) subjects any change of name to Sections 4(2) and 4(3) and provides that it shall not take effect except with Central Government approval, delegated as above. Section 13(3) requires the Registrar, on a name change, to enter the new name in the register and issue a fresh certificate of incorporation, and the change is complete and effective only when that certificate issues. Section 13(6) requires the company to file both the special resolution and, where the alteration is a change of name, the approval. For object changes, Section 13(9) requires the Registrar to register the alteration and certify it within 30 days of the filing of the special resolution, and Section 13(10) provides that no alteration takes effect until it is so registered.