The Memorandum of Association (‘MOA’) is the document which combines various clauses that defines the scope of a company. MOA is the constitutional document of a Company and is required at the at the stage of Incorporation of the Company.
MOA defines the objects, rights, duties of the members among themselves and between the members and the company.
Any modification or amendment in the MOA, can be done by following the procedures laid under Section 13 of the Companies Act, 2013. .
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- Convene the Board Meeting of Directors with the agenda of suggesting alteration in the MOA and drafting the resolution. Call the Extraordinary General Meeting (EGM).
- In the EGM, pass the special resolution and get approval for alteration in the existing MOA.
Fill the form with RoC, notifying the MOA Amendment within the 30 days of passing the special resolution.
Yes,with the provisions stated in the Companies Act, 2013, both the MOA and the AOA of the company can be altered.
The MoA describes the power and the objectives of the company, the AoA defines the rules laid by the company.
The following clauses can be altered for the following changes:
Name Clause: for change in name of the company.
Object Clause: for change of the objectives and further necessary matters of the company.
Registered Office Clause: for change of location of registered office of a company from one state to other across different ROC.
Capital Clause: for change in the authorized share capital of the company.
- Liability Clause: for alteration in the liability of the members of the company.
Shareholders with majority voting of ¾, can amend the objects of a company.
Approval from the Government of India is not required for amendment of the objects of a company. The decision of shareholders is final and the changes will be effective from the date of resolution.
- Printed copy of Altered Memorandum of Association
- Copy of notice of EGM
- Certified true copy of special resolution