SRCC

MOA Amendment

A special resolution at the shareholders’ meeting can be used to change the Memorandum of Association. The process of altering the company’s MOA is a lengthy and complex operation that requires professional attention.

Changes that need a change to the MOA

Changing the name in MOA

It will be necessary to amend the MOA by adopting a special resolution to change the company’s name. There is no need for central government permission in the event of a name change for a Private Limited Company or a Public Limited Company. In some situations, however, the approval of the central government is required.

In addition, if the business is registered with a name that bears a likeness or similarity to an existing firm, the central government will intervene and request that the name be changed. In such instances, though, a standard resolution will suffice.

Changes to the registered office (State to State)

For the transfer of the registered office to another state, a business must submit amendments to the Memorandum of Association. The following are some of the most common reasons for transferring your registration to another state:

  • For conducting business in a more professional and cost-effective manner
  • To use advanced methods to achieve the company’s important goal.
  • To expand the existing location’s activities
  • to keep track of the current goals
  • To sell the company in its entirety or in part.
  • To combine the company with another individual or company.
  • If the registered office is moved from one state to another, a specific resolution must be adopted, and the company must obtain consent from the Board of the law of the business. This change in memoranda must be submitted with the Registrar of the state from which the business is departing, as well as the Registrar of the state to which the firm wishes to relocate. Following permission from the Registrar of Companies, modifications to the Company’s Memorandum of Association (MOA) must be made to reflect the new state where the registered office is now situated.
Clause on Object Changes

In the case of a Private Limited Company, modifications to the object clause can be changed without difficulty. However, if the same is to be done for any firm that has collected cash from the general public, a specific resolution must be approved. This must also be published in both an English and a local language newspaper in the city where the company’s registered office is situated. The information, together with any necessary reasons and revisions, should be posted on the company’s website.

Furthermore, the promoters and stockholders in charge of the firm should enable all dissident shareholders to leave. This chance should be provided in accordance with the Securities Exchange Board of India’s laws (SEBI).

Changes to the Liability Cause

A modification to the provision is required to make the Directors’ responsibility limitless. Because the responsibility of the shareholders cannot be infinite, a resolution must be passed to effect this modification in the liability.

Within 30 days after the modification, a copy of the resolution must be submitted with the registrar.

Changes to the Capital Clause

This modification can also be made during a regular general meeting. This modification may be necessary as a result of a share subdivision or consolidation. Other grounds for changing the capital clause include stock conversion and the cancellation of unsubscribed capital. Within 30 days, these changes must be reported with the registrar.

Changes in Authorized Capital

A business that wishes to issue shares must first determine the firm’s existing authorised capital. The firm is not allowed to issue shares in excess of its authorised capital. As a result, a corporation may need to increase its permitted capital as well as make changes to its memorandum of association.

Company's Memorandum of Association

A company’s Memorandum of Incorporation, often known as the constitution or charter, is a highly important document for the company’s formation. The Memorandum of Association is a document that must be drafted and signed by the company’s original members prior to the company’s registration and creation. Various facts such as the founding shareholders’ information, the business’s name, the state in which the company is located, the purpose of the company’s creation, permitted capital (if any), and the members’ responsibility.

Subscriptions

Memorandum Subscription

The founding members of an entity, which can be seven or more in the case of a Public Limited Company, two or more in the case of a Private Limited Company, and one in the case of a One Person Company, must all sign this Memorandum. The procedure of adding one’s signature or mark to a document for the approval or attestation of its particulars is known as subscribing to the memorandum.

Who is eligible to join the MOA?

The Memorandum of Association can be signed by the following people:

  • Individual non-resident Indians and foreign nationals
  • Minimalist (courtesy a natural guardian)
  • The Companies Act defines a company as one that is incorporated.
  • A firm that was formed outside of India.
  • Limited Liability Partnership (LLP) is a society that is registered under the Society Registration Act of 1860.
  • A legal entity formed by an act of Parliament or a statute of a state legislature.
Membership in the MOA

Every subscriber must add his signature, which must be seen by another person. This witness must write his or her name, residence, description, and occupation on a piece of paper. If the subscriber’s or witness’ signature is in a language other than English, an affidavit must be produced stating that the signature is the subscriber’s or witness’ real signature.

In some circumstances, the subscriber may delegate the signing of the document to another person by providing a power of attorney to the person in question. In the presence of one witness, the subscriber or agent should write his or her name, address, description, and employment.

eMOA must be submitted with the Subscribers’ Digital Signatures under the new MCA form.

Specifications to include in the Memorandum of Association

According to Rule 16 of the Companies Incorporation Rules, 2014, every subscriber to the memorandum must provide the following information with the Registrar:

With the MOA and AOA, the name and a recent photograph are affixed and scanned.

  • Father’s/Name Mother’s
  • Nationality
  • Year of Birth
  • Birthplace Educational Qualifications
  • Occupation
  • Permanent Account Number and Current Address Income Tax Permanent Account Number and Current Address
  • Your email address is
  • Fax Number Contact Number
  • Two forms of identification are required, one of which is the PAN.
  • Is there any residential proof? (If bill it should not be older than 2 months)
  • If the subscriber is a current director or promoter in a business, the particulars such as the designation, the name, and the corporate identity number of the company must be provided.

 If the Memorandum’s subscriber is a corporation, the following information must be filed with the registrar.

  • The company’s corporate identity number or the corporate body’s registration number.
  • The Global Location Number is used to identify the legal entity’s location (optional)
  • The name of the corporate body.
  • The businesses registered address Email address
  • If the corporate body is a corporation, a certified genuine copy of the board resolution authorising the subscription to the proposed company’s memorandum of association and investment in the proposed business. The quantity of shares to be subscribed by the corporate body, as well as the name, address, and designation of the authorised person, should all be included in the particulars.
  • A certified copy of the corporate body, the amount of shares planned to be subscribed in the corporate body, and the name of the authorised partner must be provided if the corporate body is a limited liability partnership or a partnership business.

The certificate of formation of the company and the address of the registered office must be supplied for the foreign corporate entity.

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