MOA Amendment

The Changes to the Memorandum of Association can be effected through a special resolution at the shareholders’ meeting. The process of changing the MOA of the company is a complex and extensive procedure, it is necessary to take professional care must be taken during the procedure.

Alteration Requiring MOA amendment

To make changes in the name of the company it will be required to alter the MOA by passing a special resolution. In the case of a name change for the case of Private Limited Company or Public Limited Company, no approval for central government is needed. However, in other cases the consent of the central government is necessary.

Also, in case if the company is registered with a name that shows resemblance or similarity with an existing company then the central government will step in and ask for a name change. But an ordinary resolution is adequate for such cases.

Registered office Change (State to State)

A company is required to make changes in the Memorandum of Association for the transfer of the registered office to another state. Generally, the reasons for changing the registered to another state include:

For conducting the business more professionally and economically
To attain achieve the significant purpose of the company by sophisticated means
To develop the operations in the current location
To manage the existing objectives
To sell the business enterprise wholly or partially.
To merge the business with another person or other business.

In case if the registered office is shifted from one state to another state a special resolution has to be approved and the approval from the Board of the law of the company has to be acquired by the Company. This change in memorandum should be filed with the Registrar of the state from which the company is moving and also to the Registrar of the state where the company wants to shift. After the approval from the Registrar of Companies, the changes must be made in the MOA of the Company to reflect the new state where the registered office is now located.

Alteration of Objects Clause

The changes to the object clause in the case of a Private Limited Company can be made without any hassles. But in case if the same is to be done for any company that has raised funds from the public then a special resolution is required to be passed. Also, this needs to be published both in English newspaper and another local language newspaper of where the registered office of the company is located. The details also should be made available on the website of the company along with the requisite justifications and modifications.

Also, all the dissenting shareholders should be allowed to exit by the promoters and the shareholders that possess control of the company. This opportunity should be given with the regulations that are specified by the Securities Exchange Board of India (SEBI).

Alteration of the Liability Cause

A change in the clause needs to be made to make the liability of the Directors unlimited. As the liability of the shareholders cannot be unlimited and a resolution is to be made to make this change in the liability by passing a resolution.

A copy of the resolution must be filed with the registrar within 30 days of the change made.

Alteration of Capital Clause

This change can be done at a normal general meeting also. As a subdivision of the shares or the consolidation of shares, this change may be required. Other reasons to make alterations to the capital clause can be the conversion of stock and annulment of the unsubscribed capital. These alterations must be filed within the registrar within 30 days.

Alteration of Authorized Capital

A company wanting to issue shares must check the current authorized capital of the company. The company cannot issue shares exceeding the amount of the authorized capital. Hence, a company may have to increase the authorized capital of the company and also make modifications to the MOA of the company.