Change in Company’s Memorandum of Association (MOA)

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INTRODUCTION

Memorandum of association (MoA) is the charter of the company and defines the scope of its activities. The Memorandum of Association defines the relation of the company with the rights of its member’s interest and also establishes a relationship with its members. Change in Memorandum of Association has to be made in accordance with the provisions of Section 13 of the Companies Act, 2013. The following is the procedure and steps to be followed for making changes to the Memorandum of Association:

  • Sending Notice and fixing date and time:
  • As per Section 173(3) of the Companies Act, 2013, a notice will be issued for calling a meeting of the Board of Directors, of the company to get the approval from the Directors, in order to make amendments in the Memorandum of Association.
  • A date, place and time need to be fixed to hold an extraordinary general meeting (EGM) or annual general meeting to get approval from the shareholders of the company by passing a special resolution.
  • Passing of Resolution:
  • Conduct the EGM on the time, date and place mentioned on the notice of the Extra-ordinary General Meeting.
  • Obtain consent for the special resolution approving changes to the Memorandum Of Association objects clause of the company by means of a ballot.
  • Since alteration of the memorandum is a special business, therefore, an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied by the notice of the meeting in which special resolution is to be passed.
  • Approval of the ROC
  • The company is required to file a special resolution passed by shareholders for the alteration of the Memorandum of Association with the Registrar of Companies.
  • Alteration made under section 13 shall not have any effect until it has been registered. The alteration will be complete and effective only when the RoC issues the certificate.
  • Alteration of Memorandum Of Association must be noted in every copy:

After the certificate has been issued by the RoC, the company will need to make the changes in every copy of the Articles of Association.

PROCESS

ADVANTAGES / FEATURES

  1. If a company wants to expand their business, then there is a need to make changes in the Memorandum of Association.
  2. Since it is the charter of the company, any changes in it, must be for the benefit of the company and thus it helps in defining the relationship between the company and its stakeholders.

DOCUMENTS REQUIRED

  1. Notice of Board Meeting, Board Meeting Attendance Sheet, Minute of Board Meeting
  2. Notice of General Board Meeting, General Meeting Attendance Sheet, Copies of Resolutions for Filing
  3. Form MGT-14 – Copies of Resolutions, Sectoral approvals

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