CHANGES IN MOA
Memorandum of association contains following clauses:
(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.
Every alteration in the MOA will be made only in these clauses, either in all or any of these clauses. Therefore the situations under which the MOA needs to be altered are:
Change in the name of the Company.
Change of registered office of the Company.
Change in Object Clause of the company.
Change in authorised capital of the company.
Change in the liability of the members of the company.
What is the procedure for alteration/Change in MOA under 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.
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 is required.
The company is required to file special resolution passed by shareholders for alteration of memorandum of association with the Registrar of Companies.
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