moa-amendment

MOA AMENDMENT 2022

DEFINITION
A change to the Memorandum of Association (MOA) 2022 can be executed through a special resolution at the shareholders meeting of a company. The changing of the MOA of a company/organization is a complicated and long drawn process procedure, hence it must be executed with utmost professional expertise.

ALTERATION OF NAME IN MOA 2022
Any change in regards to the name of a company would require an alteration to the Memorandum of Association (MOA), by passing a special resolution. If changes have to be made to a name of a private limited company or public limited company then the authorization of the central government is not a necessity. The authorization of the central government would be required in any other case. If a company has registered a name that bears a similarity to an existing organization, then the central governmentmight ask this company to change/alter its name. In such an eventuality the passing of an ordinary resolution for the same is sufficient.

CHANGE OF REGISTERED OFFICE – STATE TO STATE
If a company is transferring it registered office from one state to another, then changes have to be made to the Memorandum of Association MOA Amendment . The reasons for shifting the registered office from one state to another may be for the following reasons:

  • A company may want to conduct its business in a more professional and economical way
  • A company wants to develop its new base of operation in the new location
  • A company wants to sell a whole or part of its business enterprise
  • A company wants to merge with other company or person.

A special resolution has to be passed and an approval sought from the Company law board when a company wants to shift its registered address from one state to another. This altered memorandum has to be filed with the registrar of the state where the company is based, and with the registrar of the state where the company is shifting. Once the approval is received from the Registrar of Companies (ROC), then changes must be made in the MOA Amendment of the company to reflect the new state where the registered office of the company is located.

CHANGES TO THE ALTERATION CLAUSE
Any changes to the object clause of a private limited company can be done quite easily. But, to change the objects of a company that has raised money from the general public requires the passing of a special resolution. This special resolution must be published in newspapers both in English and a local language newspaper of the city/town where the registered office is located. These details muse be displayed on the company’s web site along with the justification for changes in the objects of the said company. Then all the shareholders who don’t agree with these changes must be given an opportunity to exit by the promoters and shareholders who possess control of the said company. This kind of opportunity has to be taken in accordance with regulations specified by the Securities and Exchange Board of India (SEBI).

ALTERATION IN THE LIABILITY CLAUSE
The liability clause in the MOA can be changed to make the liability of the directors unlimited. But, the liability of a shareholder cannot be made unlimited. The liability clause can be changed by the passing of a special resolution. A copy of this special resolution must be filed with the Registrar within a period of 30 days.

ALTERATION IN THE CAPITAL CLAUSE
A company/organization can change its capital clause by passing an ordinary resolution in a general meeting. The alteration of the capital clause may be due to:

  • The sub division of the shares
  • The consolidation of the shares
  • The conversion of  the shares into stock and  the annulment of unsubscribed capital
  • Within a period of thirty days of passing such a resolution, the modified articles and memorandum muse be submitted to the Registrar.

ALTERATION OF AUTHORIZED CAPITAL
A Company that is looking for the issue shares has to check the current authorized capital of a company, as the issue shares cannot exceed the amount of authorized capital. Thus a company will have to increase their authorised capital and then make modifications to the MOA of the company.

MEMORANDUM OF ASSOCIATION OF COMPANY
A memorandum of Association (MOA) is the constitution or charter of a company. The MOA is the most important document during the incorporation of a new company. The Memorandum of Association (MOA) is formulated and signed by the founding members during the registration and establishment of a company. The MOA provides details of the initial shareholders/the name of the company/the state in India where which the company’s headquarters are located/the purpose behind the formation of the company/ the amount of authorized capital (if any amount has been allocated), and the liability of the founding members.

SUBSCRIPTION OF MEMORANDUM
During the incorporation process of a company, the founder members of this company, which may 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, have to subscribe their names to the Memorandum. The subscription process means the founder member/members  have to append one’s/their signature to a document and a person must bear witness to this document which has been created for the purpose of approval or attestation of its contents. The said witness must write his or her name/address/description and their said occupation. If the signature of the subscriber or witness is in any other language other than English, then an affidavit must be submitted which declares that the signature is the actual signature of the subscriber/witness. In some cases, the subscriber may consent to let another person affix their signature by granting  power of attorney to this other person. The subscriber/or agent must  write his/her name/address/description and occupation in the presence of another witness.

ELIGIBILITY FOR SUBSCRIPTION OF MEMORANDUM
The following people are eligible for subscription to the Memorandum:

  • An individual
  • A foreign citizen and non-resident Indian
  •  A minor courtesy a natural guardian
  • A company that was incorporated under the Companies Act
  • A company incorporated outside India
  • A society registered under the Societies Registration Act, 1860
  • A Limited Liability Partnership (LLP)
  • A body corporate that has been incorporated under an Act of Parliament/State Legislature

Under the new MCA Forms an e-MOA must be submitted along with the digital signature of the subscribers.

PARTICULARS THAT MUST BE MENTIONED IN MOA

Rule 16 of the Companies (Incorporation) Rules, 2014, states that the following details of every subscriber to the Memorandum must be filed with the Registrar. They are as follows:

  • The name including surname and family name, and recent photograph affixed and scanned with MOA and AOA.
  • Name of the father/mother.
  • Nationality of the individual.
  • Date of Birth.
  • Place of Birth.
  • Educational qualification.
  • Occupation.
  • Income-tax permanent account number.
  • Permanent and current address.
  • Email address.
  • Contact number.
  • Fax number (optional).
  • Two ID proofs, out of which PAN card is mandatory.
  • Any residential proof, not older than two months.
  • Proof of nationality, if the subscriber is a foreign national.
  • 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.
  • If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar:
  • Corporate identity number of the company or registration number of the body corporate.
  • Global location number, which is used to identify the location of the legal entity. (Optional)
  • The name of the body corporate.
  • The registered address of the business.
  • Email address.
  • If the entity is a company, a certified true copy of the board resolution that specifies the said authorization to subscribe to the memorandum of association of the proposed company, and to invest in the proposed company. The particulars must include the number of shares to be subscribed by the body corporate/ the name/address and designation of the authorized person.
  • If the entity is a limited liability partnership/partnership firm, the details to be included are a certified copy of the agreed resolution, the number of shares that are being to be subscribed in the entity and the name of the authorized partner.
  • In regards to a foreign body entity, details like the copy of certificate of incorporation of the foreign body entity and their registered office address.

There are three schemes we can offer your company basis your requirements. The schemes are as follows:

BASIC: The MOA amendment for a private limited company.

STANDARD: The MOA amendment for a limited company.

PREMIUM:  The MOA amendment for a Section 8 company.