TAXAJ

Changes in Memorandum of Association

Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting. Changing the MOA of a company is a complex and extensive procedure, hence due professional care must be taken during the procedure. MOA needs to be amended due to certain 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. In this plan will 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:

​Q. What is Memorandum of Association?

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

Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for the incorporation of a company. The “Memorandum of Association” is a document, which is to be formulated and signed by the founder members on the registration and establishment of a company. It provides details such as details of initial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company, the authorised capital (if any), and the liability of its members

​Q. How does shifting of Registered office affects the MoA?

A company must make changes to the MOA for transfer of registered office from one state to another. Usual reasons for changing registered office from one state to another include:

→ to conduct business more professionally and economically;
 to attain the significant purpose of the company by sophisticated means; 
→ to develop its operations in the current location; 
to manage any of the existing objects; 
→ to sell a whole or part of the business enterprise; 
→ to merge with other business or person.

In the event of registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated.

​Q. How does alteration in liability clause affects the MoA?

The liability clause can be changed so as to make the liability of the directors unlimited. In any case, the liability of the shareholder cannot be made unlimited. The liability clause can be modified by passing a special resolution. A copy of the resolution should be filed with the Registrar within a period of 30 days.

​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

​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.

​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 company’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).

​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:

Sub division of the shares 

Consolidation of the shares 

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 ?

The following persons can subscribe to the Memorandum: 

» Individual 

» Foreign citizens and Non Resident Indians 

» Minor (courtesy a natural guardian) 

» Company incorporated under the Companies Act 

» Company incorporated outside India 

» Society registered under the Societies Registration Act, 1860 

» Limited Liability Partnership 

» Body corporate incorporated under an Act of Parliament or State Legislature

Subscription to MOA

Every subscriber needs to affix his signature, and a person must bear witness to it. The witness must write his /her name, address, description and occupation. If the signature of the subscriber or witness is in any other language other than English, an affidavit must be filed declaring that the signature is the actual signature of the subscriber/witness. In certain cases, the subscriber may authorise another person to affix the signature by granting a power of attorney to the concerned person. The subscriber or the agent, should also write his/her name, address, description and occupation in the presence of at-least one witness.

Under the new MCA Forms, eMOA must be submitted with 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, which is used 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 certified true copy of the Board resolution specifying the authorisation to subscribe to the memorandum of association of the proposed company, and to invest in the proposed company. The particulars, in this case, should also include the number of shares to be subscribed by the body corporate; as well as the name, address and designation of the authorised person.

7. If the body corporate is a limited liability partnership or partnership firm, the particulars to be included are; a certified copy of the agreed resolution, the number of shares proposed to be subscribed in the body corporate and the name of the authorised partner.

8. With respect to a foreign body corporate, particulars like the copy of certificate of incorporation of the foreign body corporate and the address of the registered office.

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

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:

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 in excess of the amount of authorised capital. Therefore in the view of 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?

For the incorporation of an entity, the founding members of an entity, which could number seven or more in the case of a public limited company, two or more in the case of a private company, and one in the case of a One Person Company, must subscribe their names to the Memorandum. Subscribing is the process of appending one’s signature or mark to a document, for the purpose of approval or attestation of its contents.