MOA Amendment - A2Z Legal Hub

Amendments of Memorandum of Association (MOA) in Companies

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The process of effecting changes to the Memorandum of Association involves a meticulous approach, typically through a special resolution during a shareholders’ meeting. This complex procedure requires professional care to ensure its accurate execution.

Instances Requiring MOA Amendment:

1. Alteration of Company Name: To change the name of a company, a special resolution is essential. Private Limited and Public Limited Companies do not require central government approval for a name change, except when there is a resemblance with an existing company. In such cases, an ordinary resolution suffices.

2. Change of Registered Office (Inter-State): Shifting the registered office from one state to another necessitates a special resolution and approval from the Board of the company’s law. The alteration in the MOA reflecting the new state must be filed with both the current and new state’s Registrar of Companies after obtaining approval.

3. Modification of Objects Clause: Private Limited Companies can alter the objects clause without extensive procedures. However, companies that have raised funds from the public require a special resolution. This alteration demands publication in both English and a local language newspaper, along with justification and modification details on the company’s website. Dissenting shareholders must be allowed to exit per SEBI regulations.

4. Alteration of Liability Clause: Changing the liability of directors to unlimited requires a resolution, and a copy must be filed with the registrar within 30 days of the change.

5. Changes to Capital Clause: Changes to the capital clause, such as subdivision, consolidation, or annulment of unsubscribed capital, can be done in a general meeting. The alterations need to be filed with the registrar within 30 days.

6. Amendment of Authorized Capital: If a company intends to issue shares beyond its current authorized capital, an increase in authorized capital and corresponding MOA modifications are necessary.

Memorandum of Association – A Vital Document:

The MOA, often referred to as the constitution or charter of a company, is a crucial document for incorporation. It is formulated and signed by the founding members upon company registration, containing details like initial shareholders, company name, location, purpose, authorized capital, and member liability.

Subscription of Memorandum:

The subscription process involves founders, numbering seven or more for a Public Limited Company, two or more for a Private Limited Company, and one for a One Person Company. Subscribers can include individuals, foreign citizens, minors (with a natural guardian), companies incorporated under the Companies Act, entities registered under the Society Registration Act, Limited Liability Partnerships, and corporate bodies incorporated under an Act of Parliament or State Legislature.

Particulars in the Memorandum of Association:

Rule 16 of the Companies Incorporation Rules, 2014 outlines the particulars of every subscriber to the memorandum filed with the Registrar:

Name and recent photograph attached and scanned with MOA and AOA.
Name of father/mother.
Nationality.
Date and place of birth.
Educational qualification, occupation, and PAN.
Permanent and current address, email, contact, and fax numbers.
Two identity proofs, including PAN.
Residential proof (not older than two months if a bill).
Nationality proof for foreign nationals.
Details of current directorship or promotion in another company.
For corporate bodies, corporate identity number, global location number (optional), name, registered address, email, and relevant resolutions.

In conclusion, the amendment of the Memorandum of Association involves diverse scenarios and intricate procedures, each demanding specific resolutions and compliance. Professional guidance is crucial to navigate this complex process successfully.

For the amendments discussed in the articles related to MOA, various forms and compliances need to be adhered to as per the regulations set by the Registrar of Companies (ROC) in India. Below are the ROC compliances and the corresponding forms for each scenario:

Alteration of Company Name:
- Form to be filed: INC-1
- Compliance Steps:
  - Conduct a Board Meeting to propose and approve the name change.
  - File Form INC-1 with the ROC for approval of the new name.
  - Upon approval, convene an Extraordinary General Meeting (EGM) to pass a special resolution for the name change.
  - File the special resolution and notice of the EGM in Form MGT-14 within 30 days.
Change of Registered Office (Inter-State):
- Forms to be filed:
  - For Special Resolution: MGT-14
  - For Intimation of Change of Registered Office: INC-22
- Compliance Steps:
  - Convene a Board Meeting to propose the change of the registered office.
  - Pass a special resolution in an EGM and file Form MGT-14.
  - File Form INC-22 within 30 days of the change, along with the required documents.
Modification of Objects Clause:
- Forms to be filed:
  - For Special Resolution: MGT-14
  - For Formulation and Adoption of New MOA: INC-15
- Compliance Steps:
  - Convene a Board Meeting to propose the alteration in the objects clause.
  - Pass a special resolution in an EGM and file Form MGT-14.
  - Prepare a new MOA in accordance with the altered objects clause and file INC-15 within 30 days.
Alteration of Liability Clause:
- Form to be filed: MGT-14
- Compliance Steps:
  - Convene a Board Meeting to propose the alteration in the liability clause.
  - Pass a special resolution in an EGM and file Form MGT-14.
Changes to Capital Clause:
- Form to be filed:
  - For Increase in Authorized Capital: SH-7
  - For Alteration of Capital Clause: MGT-14
- Compliance Steps:
  - Convene a Board Meeting to propose the alteration in the capital clause.
  - Pass a special resolution in an EGM and file Form MGT-14.
  - For increasing authorized capital, file Form SH-7 with the ROC.
Amendment of Authorized Capital:
- Forms to be filed:
  - For Special Resolution: MGT-14
  - For Increase in Authorized Capital: SH-7
- Compliance Steps:
  - Convene a Board Meeting to propose the increase in authorized capital.
  - Pass a special resolution in an EGM and file Form MGT-14.
  - File Form SH-7 for increasing the authorized capital.

These forms and compliances should be filed within the stipulated time frame as per the Companies Act, 2013, and the rules specified by the Ministry of Corporate Affairs (MCA) in India. It is advisable to seek professional assistance to ensure accurate filing and compliance with regulatory requirements.