DO YOU KNOW ALTERING MEMORANDUM OF ASSOCIATION?

During the process of conduct of business, there may arise the situations when the Memorandum of Association (MOA) of the company needs to be altered. The process to alter the MOA has been elaborated below.

1. Issue notice of Board meeting

The first step to alter any clause of a Memorandum of Association is to Issue Notice of Board Meeting to all the directors of company at least 7 days (shorter period notice may be given) before the date of Board Meeting and

such notice shall be accompanied with the details of the proposed alteration and a draft of the resolution.

2. Hold meeting with the Board of Directors

The second step involves the holding of the board meeting.

If the Board of Directors agrees to carry out such an alteration, the date, venue, and time for holding the general meeting are decided.

Further, authorizing a director or any other person to send the notice for the same to the members.

3. Issue notice of Extra-ordinary General Meeting or EGM

Notice of the Extra –ordinary general meeting should be sent at least twenty-one days (Shorter period notice may be given) before the date of the actual general meeting to all the directors, members, and auditors of the company.

The notice can be sent either electronically or by physical means.

The notice shall specify the date, day, place and time of the meeting and contain a statement on the business to be transacted at the EGM.

4. General Meeting

Check the quorum for the meeting first. The quorum of meeting of members for a private company is a minimum of two and in the case of a public company, the quorum is a minimum of five.

Check whether an auditor is present, if not then the leave of absence is granted or not.

Approval to be obtained for altering the Memorandum of Association by passing special resolution.

5. Filing application with the ROC

File Form MGT-14 with the registrar within the period of 30 days of passing the special resolution, along with the following documents:

A Copy of the Special Resolution along with explanatory statement;
Copy of the notice of extra ordinary meeting;
A copy of the Altered Memorandum of Association.

Fill & submit linked form eMOA

Note:

The above-mentioned process for alteration of MOA is to be followed for the purposes other than the following:

Alteration of object clause of MOA when all the objects are changed due to which there is change in the industrial activity of the business.

Alteration of MOA for change in Authorised Share capital of the Company.

Alteration of MOA for change in name of the company.

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