The Memorandum of Association of a company must be changed whenever there are changes to the object, situation or capital or liability of a company.
Price Rs. 6,999/-
The above rate is exclusive of GST@18%.
A Business Expert will review the present and proposed MOA of company and the Articles of Association to understand the background of the Company prior to beginning the process. The review would take 1 - 3 working days.
Once you obtain an understanding of the procedures involved in MOA amendment, our Experts will draft the necessary Resolutions for the procedure.
Once the Board Resolutions are passed, our Experts will prepare and file the necessary documents with the Ministry of Corporate Affairs to complete the MOA Amendment.
Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company, state of incorporation, type of company, capital clause, liability clause and more. Changes to Memorandum of Association of a company can be required while changing name of a company, changing registered office from state to state. alteration of objects clause, alteration of capital clause or increase of authorised capital. Changes to the Memorandum of Association of a company would require the passing of a special resolution and shareholders consent.
(a) Alteration of Name in MOA
Changes to the name of a company would require an alteration to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorization of Central Government is not required. In any other case, the consent of Central Government would be required. Further, in the event of a company being registered with a name that bears a resemblance to a name of an existing company, the Central Government might ask it to alter its name. In such a case ordinary resolution is adequate.
(b) Change of Registered Office – State to State
A company must make changes to the MOA for transfer of registered office from one state to another. Usual reasons for changing registered office from one state to another include:
to conduct business more professionally and economically;
to attain the significant purpose of the company by sophisticated means;
to develop its operations in the current location;
to manage any of the existing objects;
to sell a whole or part of the business enterprise;
to merge with other business or person.
In the event of registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated.
(c) Alteration of Objects Clause
Changes to the object clause of a private limited company can be effected easily with minimal hassles. However, changing the objects of a company that has raised money from public will require a special resolution. Further, the special resolution must be published in newspapers both in English and another in local language which are in circulation at place where the registered office of the company is located. The details should also be displayed on the company’s web site, if any along with the justification for modification in objects of the company.
Finally, all dissenting shareholders should be given an opportunity to exit by the promoters and shareholders possessing control of the company. This opportunity must be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).
(d) Alteration of Liability Clause
The liability clause can be changed so as to make the liability of the directors unlimited. In any case, the liability of the shareholder cannot be made unlimited. The liability clause can be modified by passing a special resolution. A copy of the resolution should be filed with the Registrar within a period of 30 days.
(e) Alteration of Capital Clause
A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Alteration of capital may relate to:
Sub division of the shares
Consolidation of the shares
Conversion of shares into stock and annulment of unsubscribed capital.
Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar.
(f) Alteration of Authorized Capital
A Company looking for the issue shares must check the current authorized capital of the company, as the issue cannot be in excess of the amount of authorized capital. Therefore in the view of the above, a company may have to increase the authorised capital and make modifications to the MOA of the company.