AMENDMENT OF MEMORANDUM OF ASSOCIATION (MOA)

 

 

Basic information

 

 

Memorandum of Association of a Company is the constitution of a company which defines permitted business activities of the company, State of incorporation, type of company, capital of the Company, liability of members, etc. Alteration of Memorandum of a company is required while changing name of a company or shifting the registered office from state to state, alteration of objects clause, capital clause or while increasing the authorized share capital. Alteration of Memorandum of Association can be affected by passing of a special resolution in the meeting of the Shareholders of the Company.

 

LEGALRAJ will help you amend Memorandum of Association of a company. The average time taken to file for complete a Memorandum of Association amendment is about 2-5 working days, subject to government processing time and client document submission.

 

 

How many are there Clauses in the Memorandum of Association (MOA) ?

 

1. Name Clause:

It contains name of the company. The name must contain the last word 'Limited' in case of limited companies and the last words 'Private Limited' in case of private limited company. The Companies Act, 2013 states that a Company should not be registered with an undesirable name.​​​​​​​

 

2. Object Clause:

It contains business activities of the Company whether the company engages in all those activities or not.  The Company is not permitted the do the business activity which is not mentioned in the Object Clause.  It would be considered ultra-vires, i.e. beyond the powers of the company.​​​​​​​

 

3. State Clause:

The Memorandum of Association must mention the State in which the registered office of the company will be situated. The domicile of the company must be stated for determination of jurisdiction of Court, tax authorities and ROC.​​​​​​​

 

4. Liability Clause:

The Memorandum of Association must state whether the company is limited by shares or by guarantee. Also, the Memorandum of Association must state that the liability of its members is limited or otherwise. ​​​​​

 

5. Capital Clause:

The Memorandum of Association of a company having share capital is required to show the amount of share capital with which the company is going to be registered, and the division therefor into shares of fixed value. It can be increased at any time by following due procedure of law.

 

 

What will you receive in Amendment of MOA package ?

 

 

  1. Board Resolution for change in MOA
  2. Special Resolution, if required for change in MOA
  3. New registration certificate incase of name change or registered office change
  4. Updated copy of the Memorandum of Association (MOA) & Articles of Association (AOA)

 

 

How Amendment of MOA becomes possible ?

 

 

There are following ways in which MOA of the Company can amended:

  1. 1. By change of name
  2. 2. By changing liability of the members
  3. 3. By increase in Authorised share capital
  4. 4. By change of registered office of the Company
  5. 5. By change of main business object of the Company

 

 

What is the process for Amendment of MOA of the Company ?

 

 

Step 1: Conduct the Board of Directors meeting

Step 2: Call and convene the General meeting of the members

Step 3: Pass necessary resolution in General Meeting

Step 4: File necessary forms with the ROC such as MGT-14, SH-7, INC-22 or INC-23

Step 5: Receipt of certificate of amendment of MOA of the Company

 

 

What can be the reasons for the Amendment of MOA ?

 

 

  1. Change of name of the Company
  2. Change in registered office address of the Company
  3. Change in business activity of the Company
  4. Change in category of the Company such as conversion of Pvt. Ltd. Company into Public Ltd. Company and vice-versa..

 

 

How LegalRaj will help with memorandum of association ?

 

 

1. Consultation:

 

we will review the present and proposed MOA of company and the Articles of Association and after considering the level of complexities involved, we can assist you with the procedure for amendment of Memorandum of Association and matters related thereto.

 

2. Necessary Resolutions:

 

Then we will provide timelines, documents and do the compliances for you.

 

3. Filing:

 

We will timely file applicable returns, documents and other formalities with the Ministry of Corporate Affairs to effectuate MOA Amendment.