The Companies Act, 1956 contains elaborate provisions for the alteration of the various clauses of the Memorandum of Association, and that any alternation can only be in the mode and to the extent provided in the Act. Therefore, in the context of this statutory matrix, many moot points of practical relevance arise, such as, the scope for substitution in toto of the Memorandum of Association with a new set of clauses, and in the process, substitution of ‘association and subscription clause’ with the change in the names of subscribers; and if so, whether such substitution would constitute incorporation of new company. These important and interesting questions are raised and answered in this article by way of an illustrative case study. Introduction A Company limited by guarantee has been converted into a company limited by shares. The process involved the substitution of entire clauses of the Memorandum of Association of the Guar ....