MOA Amendment

Changes to the Memorandum of Association can be made through a special resolution at the shareholders' meeting. The process of changing the company's MOA is a complex and lengthy procedure that requires professional care throughout.

Alteration Requiring MOA amendment

Altering Name in MOA

To change the company's name, the MOA must be amended through the passage of a special resolution. There is no need for central government approval for a name change in the case of a Private Limited Company or a Public Limited Company. In other cases, however, the consent of the central government is required.

In addition, if the company is registered with a name that bears resemblance or similarity to an existing company, the central government will intervene and request a name change. In such cases, however, a standard resolution suffices.

Registered office Change (State to State)

A company is required to make changes in the Memorandum of Association for the transfer of the registered office to another state. Generally, the reasons for changing the registered to another state include:

  • For conducting the business more professionally and economically
  • To attain achieve the significant purpose of the company by sophisticated means
  • To develop the operations in the current location
  • To manage the existing objectives
  • To sell the business enterprise wholly or partially.
  • To merge the business with another person or other business.

If the registered office is moved from one state to another, a special resolution must be approved, and the Company must obtain approval from the Board of the Company's law. This change in memorandum should be filed with the Registrar of the state from which the company is relocating as well as the Registrar of the state to which the company wishes to relocate. Following approval from the Registrar of Companies, changes must be made to the Company's Memorandum of Association to reflect the new state where the registered office is now located.

Alteration of Objects Clause

In the case of a Private Limited Company, changes to the object clause can be made without difficulty. However, if the same is to be done for any company that has raised funds from the general public, a special resolution must be passed. This must also be published in both an English newspaper and another local language newspaper in the city where the company's registered office is located. The information should also be made available on the company's website, along with the necessary justifications and modifications.
Also, all the dissenting shareholders should be allowed to exit by the promoters and the shareholders that possess control of the company. This opportunity should be given with the regulations that are specified by the Securities Exchange Board of India (SEBI).

Alteration of the Liability Cause

A change to the clause is required to make the Directors' liability unlimited. As the shareholders' liability cannot be unlimited, a resolution is required to change the liability by passing a resolution. Within 30 days of the change, a copy of the resolution must be filed with the registrar.

Alteration of Capital Clause

This change can be done at a normal general meeting also. As a subdivision of the shares or the consolidation of shares, this change may be required. Other reasons to make alterations to the capital clause can be the conversion of stock and annulment of the unsubscribed capital. These alterations must be filed within the registrar within 30 days.

Alteration of Authorized Capital

A company wanting to issue shares must check the current authorized capital of the company. The company cannot issue shares exceeding the amount of the authorized capital. Hence, a company may have to increase the authorized capital of the company and also make modifications to the MOA of the company.

Memorandum of Association of Company

A Memorandum of the company is a very vital document for the incorporation of a company which is often referred to as the constitution or the charter of the company. Memorandum of Association is a document that is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company. Various details such as the details of the initial shareholders, name of the company, the state in which the company is located, the purpose of the formation of the company, authorized capital (in case if there is any), and the liability of the members.

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