The Companies Act, 1956 does not lay down any specific procedure for introduction of share capital clause in the Memorandum of Association of a Company limited by guarantee. Being a ‘condition’ of the Memorandum under S. 16, the share capital clause can only be altered pursuant to a specific authorisation under the Act. In the absence of clearly laid down procedure, the only possible manner in which a share capital clause can be introduced in the Memorandum is by re-registering the company under S. 32(1)(b) by following the procedure laid down therein. The present paper seeks to document the procedure for introduction of a share capital clause in the Memorandum of Association of a company limited by gurantee, i.e. the procedure for conversion of a company limited by guarantee into a Company limited by guarantee and having share capital. The issue under consideration gains particular importance in light of the fact that the otherwise comprehensive Companies Act, 1 ....