TAXAJ

Changes in Memorandum of Association

A special resolution at Shareholders meeting approval can make Any Changes to the Memorandum of Association (MOA). Changing the MOA of a company is a complex and extensive procedure. Hence due to professional care must be taken during the course. Nevertheless, MOA needs amendment due to specific changes in the company, which can be as follows:

1. Name Clause
5. Incidental Objective
2. Registered Office Clause
6. Other Objectives
3. Object Clause
7. Liability Clause
4. Main Clause
8. Capital Clause
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About This Plan

Expansion of your boundaries at work need changes in the Memorandum of Association. This plan will assist you in the process of changing the MoA as per your requirements.

Created by potrace 1.15, written by Peter Selinger 2001-2017

Timeline

It Usually takes 5 to 7 working days (depends on MCA approval)

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Services Covered
Who Should Buy
How It's Done
Documents Required
Services Covered

  • Any alteration in the MoA
  • Secretarial assistance in drafting of Board Resolution and drafting of the Special Resolution
  • Filing of MGT 14 to MCA
Who Should Buy

  • Any Company who wishes to alter/ amend/ change their Memorandum of Association
How It's Done
  • Purchase the Plan
  • TAXAJ Experts will draft the new MOA for you after consulting you.
  • TAXAJ experts file MGT 14 on your behalf and pay the stamp duty!
Documents Required

  1. Name, Contact Number and Email Id of Authorised Director.

  2. Directors Identification Number, if already.

  3. Self Attested PAN, Aadhar & Passport size photo of Authorised Director

  4. Specimen Signatures of Authorised Director

  5. New Object/New Name or whatever changes are needed to be done.

  6. DSC of the Authorised Director.

Frequently Asked Questions:

โ€‹Q. What is Memorandum of Association?

A Memorandum of Association (MoA) represents the charter of the company. It is a legal document prepared during a company's formation and registration process to define its relationship with shareholders. MOA  specifies the objectives of company formation. The company can undertake activities mentioned in the MoA. As such, the MoA lays down the boundary beyond which the company's actions cannot go.

Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for incorporating a company. The "Memorandum of Association" is a document formulated and signed by the founder members on the registration and establishment of a company. In addition, MOA provides details like initial shareholders, the company's name, the registration state, the purpose of formation of the company, the authorized capital (if any), and its members' liability.

โ€‹Q. How does shifting of Registered office affects the MoA?

Change is MOA is a mandatory part to transfer registered office from one State to another. Some reasons for registered office address change are:

๐Ÿ‘‰ Professional Point of View
๐Ÿ‘‰ Economic point of view
๐Ÿ‘‰ Personal or professional vantage point;
๐Ÿ‘‰ to look for a new point of presence;
๐Ÿ‘‰ to Emphasize on already existing objects;
๐Ÿ‘‰ sell a business;
๐Ÿ‘‰ to merge with other company or person.

If the registered office shifts from one State to another State, a special resolution needs approval. Company Law Board  Approval is also required. The CA will file the Updated MOA in the departing State of Registrar. Another Copy will to filed in which the company is shifting. Only On approval of the Registrar of Companies (ROC), we make changes in the MOA of the company to reflect the new state where the registered office is situated.

โ€‹Q. How does alteration in liability clause affects the MoA?

You can make the change in The liability clause to make the liability of the directors unlimited. In any case, the detriment of the shareholder cannot be made absolute. For liability, clause modification passes a special resolution. File copy of resolution with the Registrar within 30 days.

โ€‹Q. What are the contents  of a Memorandum of Association?

MOA consists of below points, changes in any of which requires the MOA to be amended:


1. Name Clause

2. Registered office Clause

3. Object Clause

4. Main Objective

5. Incidental Objective

6. Other Objective

7. Liability Clause

8. Capital Clause

โ€‹Q. How does alteration of name affects the MoA?

Changes to the name of a company would require an alteration to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorisation of Central Government is not required. In any other case, the consent of Central Government would be required. Further, in the event of a company being registered with a name that bears a resemblance to a name of an existing company, the Central Government might ask it to alter its name. In such a case ordinary resolution is adequate.

โ€‹Q. How does alteration in object of a company affects the MoA?

Changes to the object clause of a private limited company can be effected easily with minimal hassles. However, changing the objects of a company that has raised money from public will require a special resolution. The details should also be displayed on the companyโ€™s web site, if any along with the justification for modification in objects of the company.

Finally, all dissenting shareholders should be given an opportunity to exit by the promoters and shareholders possessing control of the company. This opportunity must be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).

โ€‹Q. How does alteration in capital clause affects the MoA?

A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Alteration of capital may relate to:

โ†’Sub division of the shares 

โ†’Consolidation of the shares 

โ†’Conversion of shares into stock and annulment of unsubscribed capital.

Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar.

Q. Who can Subscribe to a MOA ?

These people can subscribe to the Memorandum:
๐Ÿ‘‰ Individual Person
๐Ÿ‘‰ Non-Resident Indians & Foreigners
๐Ÿ‘‰ Minor Child (with a courtesy approval from natural guardian)
๐Ÿ‘‰ All Companies Act incorporated companies
๐Ÿ‘‰ Company incorporated outside India
๐Ÿ‘‰ Co Operative Society under the Societies Registration Act, 1860
๐Ÿ‘‰ All Limited Liability Partnership
๐Ÿ‘‰ Any Body corporate under an Act of Parliament.

Subscription to MOA

Every subscriber needs to affix his signature, and a person must bear witness to it. The witness must write their name, address, description and occupation. Suppose the signature of the subscriber or witness is in any other language other than English. In that case, the applicant should file an affidavit declaring that the signature is the actual signature of the subscriber/witness. In some instances, the subscriber may authorize another person to affix the signature by granting a power of attorney to the concerned person. The subscriber or the agent should also write their name, address, description and occupation in the presence of at least one witness.


Under the new MCA Forms, directors and shareholders must submit eMOA with the Digital Signature of the subscribers.

If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar:

1. Corporate identity number of the company or registration number of the body corporate.
2. Global location number to identify the location of the legal entity. (Optional)
3. The name of the body corporate.
4. The registered address of the business.
5. Email address.
6. If the body corporate is a company, a true certified copy of the Board resolution specifies the authorisation to subscribe to the memorandum of association of the proposed company and invest in the proposed company. The particulars should also include the number of shares to be subscribed by the body corporate and the name, address, and designation of the authorized person signing the papers.
7. If the body corporate is an LLP or partnership firm, then include particulars like viz; a certified copy of the agreed resolution, the number of shares proposed to subscribe in the body corporate, and the authorized partner's name.
8. For a foreign body corporate, particulars like COI, Proof of Address, etc.

Q. What particulars are required to be mentioned in the MOA ?

Rule 16 of the Indian Companies Act says following things regarding directors and share holders of the company:

1. Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.

2. Name of the father/mother. 

3. Nationality. 

4. Date of Birth.

5. Place of Birth.

6. Educational qualification.

7. Occupation.

8. Income-tax permanent account number.

9. Permanent and current address.

10. Email address.

11. Contact number.

12. Fax number (optional).

13. Two ID proofs, out of which PAN card is mandatory.

14. Any residential proof, not older than two months.

15. Proof of nationality, if the subscriber is a foreign national.

16. If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.

i. I want to know about authorised capital

A Company looking for the issue shares must check the current authorised capital of the company, as the issue cannot be more than the amount of authorised capital. Therefore given the above, a company may have to increase the authorised capital and make modifications to the MOA of the company.

i. How can a subscription to MOA be done?

There are specific guidelines that we follow To incorporate a company, viz. Every public and private limited company needs a minimum of two directors. An LLP incorporation also requires two directors. One person company incorporation requires just one director. Appending directors and shareholders signature on a document for approval is called or attestation of its contents.