Memorandum of Association is a legal document of the company prepared at the time of incorporation of the company with an option to carry out alteration of memorandum of association as and when required to define the various clauses as per Schedule I under the Companies Act. It is a document which consists of various clause related to the company and it defines the scope of business activities of the company.
Any change in terms of memorandum of association such as change in authorised capital, change in object, change in name of the company, etc. can be done via an amendment in MOA. A company may have to undertake alteration of memorandum of association from time to time. Alteration of object clause in the MOA can also take place based on the changing business landscape and the needs of the company.
The company can change or modify the name of the company by passing a special resolution. This is a part of the alteration of memorandum of association.
In case of any change in the business objective, the object clause of the MOA can be altered. Also, changes in the object clause can benefit any further business matters concerning the company.
In case there is a change in the registered office of the company from one state to another, then there needs to be an alteration in the registered office clause of the memorandum of association.
In case there are any modifications to be made in the liability and capital clause, then alteration to the MOA is necessary. If the authorized share capital needs to be changed, then the capital clause will be altered.
Identification of the amendment required to be made.
The BM is required to be convened to approve the amendment and fix date time and place for holding General Meeting.
In order to get approval from shareholders for amending the MOA, the EGM is required to be convened by circulating 21 days clear notice or such shorter period after consent of the requisite shareholders.
Form MGT 14 for amendment is required to be filed within 30 days of passing special resolution.
Any change in the existing clauses of the memorandum is termed as amendment in MOA.
Yes, Form MGT 14 is required to be filed with ROC if a special resolution is passed for such amendment
No, the subscription clause is not subject to alteration in the MOA. The subscriber sheet that is used during the incorporation of the company is valid for a lifetime, and one is not allowed to make any further changes in it.
The process of alteration usually takes up 2-5 working days. The process is usually faster if all the documents are in place.
Yes, it is necessary to attach the physical MOA and AOA with the Form MGT-14 for the alteration of MOA under this particular circumstance.
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