The Changes to the Memorandum of Association can be effected through a special resolution at the shareholders' meeting. The process of changing the MOA of the company is a complex and extensive procedure, it is necessary to take professional care must be taken during the procedure.
To make changes in the name of the company it will be required to alter the MOA by passing a special resolution. In the case of a name change for the case of Private Limited Company or Public Limited Company, no approval for central government is needed. However, in other cases the consent of the central government is necessary.
Also, in case if the company is registered with a name that shows resemblance or similarity with an existing company then the central government will step in and ask for a name change. But an ordinary resolution is adequate for such cases.
A company is required to make changes in the Memorandum of Association for the transfer of the registered office to another state. Generally, the reasons for changing the registered to another state include:
In case if the registered office is shifted from one state to another state a special resolution has to be approved and the approval from the Board of the law of the company has to be acquired by the Company. This change in memorandum should be filed with the Registrar of the state from which the company is moving and also to the Registrar of the state where the company wants to shift. After the approval from the Registrar of Companies, the changes must be made in the MOA of the Company to reflect the new state where the registered office is now located.
The changes to the object clause in the case of a Private Limited Company can be made without any hassles. But in case if the same is to be done for any company that has raised funds from the public then a special resolution is required to be passed. Also, this needs to be published both in English newspaper and another local language newspaper of where the registered office of the company is located. The details also should be made available on the website of the company along with the requisite justifications and modifications.
Also, all the dissenting shareholders should be allowed to exit by the promoters and the shareholders that possess control of the company. This opportunity should be given with the regulations that are specified by the Securities Exchange Board of India (SEBI).
A change in the clause needs to be made to make the liability of the Directors unlimited. As the liability of the shareholders cannot be unlimited and a resolution is to be made to make this change in the liability by passing a resolution.
A copy of the resolution must be filed with the registrar within 30 days of the change made.
This change can be done at a normal general meeting also. As a subdivision of the shares or the consolidation of shares, this change may be required. Other reasons to make alterations to the capital clause can be the conversion of stock and annulment of the unsubscribed capital. These alterations must be filed within the registrar within 30 days.
A company wanting to issue shares must check the current authorized capital of the company. The company cannot issue shares exceeding the amount of the authorized capital. Hence, a company may have to increase the authorized capital of the company and also make modifications to the MOA of the company.
A Memorandum of the company is a very vital document for the incorporation of a company which is often referred to as the constitution or the charter of the company. Memorandum of Association is a document that is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company. Various details such as the details of the initial shareholders, name of the company, the state in which the company is located, the purpose of the formation of the company, authorized capital (in case if there is any), and the liability of the members.
For incorporating an entity, the founding members of the entity which could be seven or more in case of a Public Limited Company, two members or more in the case of a private limited company and one if it is a One Person Company must mandatorily subscribe their names to this Memorandum. Subscribing to the memorandum is the process of appending one's signature or mark to a document, for the approval or attestation of its particulars.
The following persons can subscribe to the Memorandum of Association:
Every subscriber is needed to affix his signature and a person is required as a witness to this. This witness is required to write his/her name, address, description, and occupation. In case the signature of the subscriber or the witness is in any other language than English then an affidavit must be filed declaring that the signature is the actual signature of the subscriber or witness.
In some cases, the subscriber may also authorize another individual to affix the signature by granting a power of the attorney to the concerned person. The subscriber or the agent should write his or her name, address, description, and occupation in the presence of one witness.
Under the new MCA form, eMOA must be submitted with the Digital Signatures of the Subscribers.
According to Rule 16 of the Companies Incorporation Rules,2014 specifies that the following particulars of every subscriber to the memorandum shall be filed with the Registrar:
If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar
Last updated: Dec 16, 2021