MOA Amendments

The Memorandum of Association (MOA) is a primary legal document that specifies the company’s 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 company’s 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

1499/-
  • Free Consultancy
  • Free Search Check
  • Preview before Filing

MOA AMENDMENTS

1499/-
  • Free Consultancy
  • Free Search Check
  • Preview before Filing
  • 100% Peace of Mind

SHARE TRANSFER

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 company’s website, with reasons and amendments.

Alteration of the Liability Cause

A resolution must be passed to modify the liability clause so that the Directors’ 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 company’s 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 shareholders’ 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 shareholder’s 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:

01
Revised MOA
A replica of the Memorandum of Association indicating the alterations sought.
02
Certified Copy of Special Resolution
A notarized copy of the resolution approved at the Extra Ordinary General Meeting (EGM) regarding the amendments to the MOA.
03
Explanatory Statement
This is a rationale document that accompanies the EGM notice and provides justifications for the proposed changes that are circulated to members.
04
EGM Notice
A circular to all organization members informing them about the EGM and specifying the agenda, including the proposed amendments in MOA.
05
Form MGT-14
The special resolution and amendments are officially registered with the Registrar of Companies by submitting the prescribed form and the above documents.

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 company’s 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 company’s 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.

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