One of the matters contained in the articles of PQR Foundation, incorporated as a limited company under section 8 of the Companies Act, 2013, was…

CA Intermediate · Corporate and Other Laws · MTP · May 2025
One of the matters contained in the articles of PQR Foundation, incorporated as a limited company under section 8 of the Companies Act, 2013, was altered by passing a special resolution in its general meeting and thereafter, intimation for the same was given to Registrar of Companies. However, such alteration in the articles (on the grounds that it was not valid), was opposed by ABC & Co., a partnership firm which is its member. Advise, as per the provisions of the Companies Act, 2013, whether the contention of ABC & Co. was valid and whether it can be a member in such company.

Suggested Answer and Working Notes:

According to section 8 of the Companies Act, 2013, a company registered under this section shall not alter the provisions of its memorandum or articles except with the previous approval of the Registrar of Companies. Also, a firm may be a member of the company registered under section 8. Here, one of the matters of articles of PQR Foundation was altered by passing a special resolution in its general meeting and thereafter, intimation for the same was given to Registrar of Companies. As per the provisions of the Act, it is necessary to take previous approval of the Registrar of Companies for the same which was not done in the present case and thus the contention of ABC & Co. was valid. Also, section 8 allows a firm to be a member of such company and hence, ABC & Co. can be its member.

Topics: Incorporation of Company and Matters Incidental Thereto

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