MOA Amendments
The Memorandum of Association (MOA) is a primary legal document that specifies the companyâs purpose, objectives, and operational limits. Amendment to MOA idetermine the association with shareholders, investors, and stakeholders. However, as a company develops and changes, the MOA might need to be altered to reflect changes in its strategy, operations, or regulatory environment.
The Companies Act, 2013, particularly Section 13, regulates the amendment of the MOA. This section outlines the process and criteria for amending the MOA, which will make the changes legal and beneficial for the company. Breaching these regulations may result in fines and legal implications for the company and its directors.
At CompRegi, we appreciate the intricacies of changing a companyâs MOA. Our team of specialists is knowledgeable in the legislative demands and will lead you through the whole process, guaranteeing replication and hassle-free execution of the changes.
Documents required for MOA Amendments
A certified copy of board resolution.
A copy of the notice of the AGM/EGM.
Printed copy of altered MOA.
MOA Amendments Cost
We at Compregi believe in complete transparency in the complete registration process of your company. Below mentioned cost structure includes all the necessary government fees required at multiple stages of registration.
REGISTER OFFICE CHANGE/UPDATE
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1499/-
- Free Consultancy
- Free Search Check
- Preview before Filing
MOA AMENDMENTS
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1499/-
- Free Consultancy
- Free Search Check
- Preview before Filing
- 100% Peace of Mind
SHARE TRANSFER
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1499/-
- Free Consultancy
- Free Search Check
- Preview before Filing
Key Amendments of MOA Amendments
Some of the key amendments include:
Altering Name in MOA
A special resolution must be passed to change the company’s name, and the MOA will be amended accordingly. The central government’s approval is not required for private and public limited companies, but it may be necessary in some other cases.
Registered Office Change (State to State)
If the company wishes to move its registered office to another state, it should amend the MOA. This change demands a special resolution and the approval of the company’s board of directors. The amendment must be submitted to the existing and new states’ Registrar of Companies (ROC).
Alteration of Objects Clause
A Private Limited Company can change the object clause without any difficulties. But if the company has raised funds from the public, a special resolution is needed. The changes should be published in newspapers and on the companyâs website, with reasons and amendments.
Alteration of the Liability Cause
A resolution must be passed to modify the liability clause so that the Directorsâ liability is limited. The resolution and a copy should be deposited with the ROC within 30 days of the change.
Alteration of Capital Clause
This alteration can be made at the ordinary general meeting and can be needed for sub division or consolidation of shares, conversion of stock or annulment of unsubscribed capital. The changes must be registered with the ROC within 30 days.
Alteration of Authorized Capital
When a company wants to issue more shares, but its current authorized capital is insufficient to cover the desired amount, it needs to increase its authorized capital and modify the MOA accordingly.
Steps to follow for MOA Amendments
Changing a Memorandum of Association (MOA) is a legal process defined by The Companies Act. The steps to know how to amend MOA include:
Identify the Need for Amendment
Determine whether the MOA needs to be amended due to changes in the companyâs strategy, operations, or regulatory environment.
Board Resolution
Start by preparing a board resolution, stating the MOA amendment intent, and specifying the sections in question and arguments for each proposed change. The board must approve this resolution of directors.
Shareholder Approval
Obtain the shareholdersâ approval through an Extraordinary General Meeting (EGM) or a postal ballot. A special resolution is necessary to provide the required majority under the Companies Act, 2013.
Drafting the Amendment Clauses
Draft the clauses that need amendments in the MOA following the shareholderâs approval, making sure they are in compliance with the provisions of the Companies Act 2013 and any other applicable laws.
Filing with the Registrar of Companies
Get the required documents in order, usually Form MGT-14, for filing with the ROC. Ensure that the recommended filing fees are paid and attach the relevant supporting documents, such as the board resolution, shareholder resolution, and the amended clauses of the MOA.
Approval from RoC
The ROC checks the submitted documents and evaluates their conformity with the legal framework. Upon approval, it will provide an alteration of MOA registration certificate.
Updated Memorandum and Articles
After the alteration has been approved and registered, the company shall make requisite changes in the records and ensure that all statutory documents reflect the amended MOA.
At CompRegi, our team of professionals can help you in the MOA amendment process, ensuring that it complies with legal requirements and makes the process easier for your company.
What are the documents required for MOA Amendments
The necessary documents for procedure to amend MOA include:
Why MOA Amendments are required?
Companies may have to occasionally revise their Memorandum of Association (MOA) to capture changes in their operational, structural, or strategic orientations. Some of the key reasons for MOA amendments include:
Business Expansion
In the process of growth and diversification, companies may require the amendment of the Object Clause in the MOA to incorporate new business activities.
Legal Compliance
Amendments to the MOA may be required if laws and regulations change to achieve conformity.
Corporate Restructuring
Mergers, acquisitions, or other material changes in the companyâs structure may demand the amendments to the MOA for properly capturing the new corporate form and governance structure.
Change in Capital Structure
If a company decides to raise more capital or restructure its shareholding pattern, it may need to amend the Capital Clause in the MOA.
Registered Office Change
Where a company moves its registered office to another state, the MOA should be altered to show the new address.
FAQs
How many days takes to amend MOA?
The period for MOA amendment varies and may take 15 to 30 days, depending on some factors. However, the process can go on quicker, provided all the documents are in order.
What are the causes that sometimes necessitate the revision of a companyâs MOA?
Companies might have to modify their MOA once in a while to include the changed business operations, management and strategic goals of the company when it grows, the company becomes more compliant with new regulations and the company can expand.
How is a change in the registered office location reflected in the MOA?
The change in the registered office location generally requires the approval of a special resolution, together with a filing with every Registrar of Companies to highlight the new address of the company in the MOA.