Memorandum of association is one of the documents which have to file with the registrar of companies at the time of incorporation of a company. Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company. Section 2(56) defines a memorandum to mean “the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this act.” The definition, however, either does not give us any idea as to what a memorandum of association really is nor does it point out the role which it plays in the affairs of the company. Changes to Memorandum of Association of a company can be required while changing name of a company, changing registered office from state to state.
The Alteration can be the following types in the MAO objects clause in, alteration of capital clause or increase of authorised capital in. Changes to the Memorandum of Association of a company would require the passing of a special resolution and shareholders consent.
What is the Procedure for alteration in MOA under Companies Act?
- Alteration in the Memorandum of Association can be made by following the procedure under section 13 of the Companies Act’2013.
- Hold board meeting to recommend the proposal for members’ consideration by passing special resolution.
- Give notice of Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
- Since alteration of the memorandum is a special business therefore an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
- Special resolution: For alteration of any of the clauses of memorandum of association, except the capital clause, consent of members by way of special resolution is required. However, in case of alteration of authorised share capital, consent of members by way of ordinary resolution as stated in section 61 is required.
- The company is required to file special resolution passed by shareholders for alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution.
- A certified copy of the special resolution along with notice and explanatory statement of the general meeting in which resolution is passed and the altered memorandum and articles are to be attached as attachments to the form MGT-14. Copy of approval from the central govt. filed with the registrar in case of change in name and registered office clauses of the memorandum.
- Alteration made under section 13 shall not have any effect until it has been registered.
- Notice for Board meeting
- Board Resolutions
- Minutes of the Board Meeting
- Notice of EGM
- Special resolution of EGM
- MGT 14
- Approved by Secretary
- Sanctioned True copy related to Special Resolution
- Changed Memorandum of Association
- Authorized True copy of Board Resolution may perhaps be appended a non-obligatory attachment.
Frequently Asked Questions
What is the MOA?
MOA is the charter of the company. In the MOA the object clause mention of the company.
What we can amend in MOA?
The Following clauses can be amended under Companies Act, 2013: (a) Name of the Company, (b) State of India where registered office of the company is situated, (c) Main objects of the Company and matters considered necessary in furtherance thereof, (d) Liability of members of the company; and (e) Authorised share capital of the company.
Can MOA & AOA amend in the same time?
Yes, both the documents can be amend in the same time.
Can I change the subscriber clause in MOA?
No, you cannot change the subscriber clause in MOA.