Memorandum of Association

The Memorandum of Association or MOA is a document with a collection of clauses that defines the scope of a company. The MOA is drafted and submitted at the time of incorporation of the company. It lays down the constitution of the company, the rights of its members and the relationship of the company with its members. Any change in different situations may require alteration in the MOA, which can be done by passing the resolution.

Alteration Requiring MOA amendment

Altering Name in MOA  
To make changes in the name of the company it will be required to alter the MOA by passing a special resolution. In the case of a name change for the case Private Limited Company or Public Limited Company, no approval from the central government is needed. However, in other cases the consent of the central government is necessary.

Also, in case the company is registered with a name that shows resemblance or similarity with an existing company then the central government will step in and ask for a name change. But an ordinary resolution is adequate for such cases.

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 registration 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 another business.  
In case the registered office is shifted from one state to another state a special resolution has to be approved and the approval from the Board of the law of the company has to be acquired by the Company. This change in memorandum should be filed with the Registrar of the state from which the company is moving and also with the Registrar of the state where the company wants to shift. After the approval from the Registrar of Companies, the changes must be made in the MOA of the Company to reflect the new state where the registered office is now located.

Alteration of Objects Clause  
The changes to the object clause in the case of a Private Limited Company can be made without any hassles. But in case the same is to be done for any company that has raised funds from the public then a special resolution is required to be passed. Also, this needs to be published both in an English newspaper and another local language newspaper where the registered office of the company is located. The details also should be made available on the website of company along with the requisite 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 in the clause needs to be made to make the liability of the Directors unlimited. As the liability of the shareholders cannot be unlimited and a resolution is to be made to make this change in the liability by passing a resolution.

A copy of the resolution must be filed with the registrar within 30 days of the change being made.

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 with 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. A 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, the name of the company, the state in which the company is located, the purpose of the formation of the company, authorized capital (in case there is any), and the liability of the members.

Our Role in MOA Amendment Filing

We study the existing MOA and understand the background of the company. Depending on the situation, figure out the clauses requiring alteration.  
 

We help you draft the resolution for the EGM.  
 

Further, we help you draft the Altered Memorandum of Association.  
 

Thereafter, we help you file the MOA Amendment with ROC along with all the necessary documents.