Section 12 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 12 is the central Act's route for a registered society that wants to alter, extend or abridge its purposes, or to amalgamate wholly or partly with another society. The governing body proposes, the members receive a written or printed report, and the proposal needs three-fifths of the members' votes at one special meeting and confirmation by three-fifths of the members present at a second special meeting held a month later.
This article follows the copy of the central Act consulted (last updated 30 July 2019). The Act is applied State by State, and many States have amended it or replaced it with their own Act, so the State law must be checked. If you want a second pair of eyes on a proposed change, book a legal consultation before the notice goes out.
The governing body may submit a proposal to alter, extend or abridge the society's purposes, or to amalgamate it wholly or partly with another society, in a written or printed report to the members. The report must be delivered or sent by post to every member ten days before the special meeting. The proposal must be agreed by three-fifths of the members, in person or by proxy, and confirmed by three-fifths of the members present at a second special meeting held at an interval of one month.
What section 12 says, step by step
The heading is "Societies enabled to alter, extend or abridge their purposes". The section opens: "Whenever it shall appear to the governing body of any society registered under this Act, which has been established for any particular purpose or purposes, that it is advisable to alter, extend, or abridge such purpose to or for other purposes within the meaning of this Act, or to amalgamate such society either wholly or partially with any other society, such governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special meeting for the consideration thereof according to the regulations of the society".
Then comes the restriction: "but no such proposition shall be carried into effect unless such report shall have been delivered or sent by post to every member of the society ten days previous to the special meeting convened by the governing body for the consideration thereof, nor unless such proposition shall have been agreed to by the votes of three-fifths of the members delivered in person or by proxy, and confirmed by the votes of three-fifths of the members present at a second special meeting convened by the governing body at an interval of one month after the former meeting."
| Step | Requirement as printed |
|---|---|
| 1. Trigger | It appears to the governing body that it is advisable to alter, extend or abridge the purposes, or to amalgamate |
| 2. Report | A written or printed report to the members |
| 3. First special meeting | Convened by the governing body according to the regulations of the society |
| 4. Notice | Report delivered or sent by post to every member ten days previous to the special meeting |
| 5. First vote | Agreed by the votes of three-fifths of the members, delivered in person or by proxy |
| 6. Second special meeting | Convened by the governing body at an interval of one month after the former meeting |
| 7. Second vote | Confirmed by the votes of three-fifths of the members present |
Points of reading that matter
The base of the first vote. The first vote is by "three-fifths of the members", delivered in person or by proxy. The second is by "three-fifths of the members present". The two bases differ in the print, and the article keeps them as printed. For the first vote the count is of the members, not only of those who turn up; check this against your rules with an adviser.
Who is a member. Section 15 says a person whose subscription is in arrear for a period exceeding three months cannot vote or be counted as a member. That changes the count for both meetings. See our article on sections 15 and 16.
"Purposes within the meaning of this Act". The new purposes must still be within the meaning of the Act. Section 20 lists the purposes for which a society may be registered; our post on eligible objects under section 20 covers that.
Ten days and one month. The report must reach every member ten days before the first special meeting. The second special meeting is at an interval of one month after the former meeting. The text does not say whether the ten days are clear days, nor whether the second meeting needs a fresh report; it is silent on both, and the rules of the society should be read.
What the section does not cover. Section 12 does not say that the changed purposes, or the memorandum as changed, must be filed with the Registrar, and it names no form or fee. The central text is silent on filing after the second meeting. Some State texts deal with filing; see our article on Karnataka and the other State articles in this series. Our topic guide on amendment of the memorandum and rules discusses amendment in a general way.
Amalgamation under section 12
The same procedure applies to amalgamating the society "either wholly or partially with any other society". The section speaks only of the society that proposes. It does not say what the other society must do, what happens to the property and liabilities, or whether a new certificate is issued. For those, the rules of each society and the State law have to be read. Our guide on the merger of two societies is a topic guide on the subject.
Dissolution is separate
Winding up a society is not an alteration of purposes. It is dealt with in sections 13 and 14; see our article on dissolution and surplus property.
An example
The "Harmony Literary Society" was registered for the promotion of literature. Its governing body decides it should extend its purposes to run a public reading-room. It prepares a written report and sends it by post to all 120 members. Ten days later it holds a special meeting. At least three-fifths of the members, which is 72 of 120 in this case, vote in person or by proxy in favour. A month after that meeting, the governing body convenes a second special meeting. If three-fifths of the members present at the second meeting confirm the proposal, the proposition may be carried into effect. If the report had reached members only seven days before the first meeting, the section says the proposition could not be carried into effect.
If you are planning such a change, note the dates of dispatch and of each meeting, keep proof of posting and keep the proxy forms with the minutes.
Need help with changing a society's objects?
If your society is planning to change its objects or merge with another society, our team can review the proposal and the notice before the meeting. A short consultation before the first special meeting can save a repeat of the process.
Key takeaways
- Section 12 covers altering, extending or abridging purposes and amalgamating wholly or partially with another society.
- The governing body proposes in a written or printed report sent to every member ten days before the special meeting.
- Three-fifths of the members, in person or by proxy, must agree, and three-fifths of those present must confirm at a second special meeting after one month.
- Members whose subscription is in arrear for more than three months are not counted or allowed to vote under section 15.
- The central section is silent on filing the change with the Registrar.
Read next
- Amendment of the memorandum and rules of a society
- Merger of two societies: legal process
- Sections 13 and 14: dissolution of a society and surplus property
- Sections 1-3: formation, memorandum and registration
Disclaimer: Based on a copy of the Societies Registration Act, 1860 last updated 30 July 2019 and on copies of the Haryana (2012), Karnataka (1960), Rajasthan (1958), Tamil Nadu (1975), Uttar Pradesh and West Bengal (1961) societies laws, each amended only up to the date its copy shows, as consulted on 2 October 2026. Societies law differs from State to State; later amendments, State rules and current fees should be checked. This article is general information, not legal advice; check the official text before acting.