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MOA Amendment

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Amending the Memorandum of Association (MOA) of a company involves several steps and procedures that must be followed to ensure compliance with the Companies Act, 2013. The MOA is a fundamental document that outlines the scope of activities a company can undertake. Here’s a detailed procedure for amending the MOA:

Steps to Amend the MOA

  1. Board Meeting:
    • Convene a Board Meeting: Issue a notice to all the directors to convene a board meeting.
    • Pass a Board Resolution: In the board meeting, pass a resolution to approve the proposed amendment(s) to the MOA. Also, decide on the date, time, and venue for an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM) to obtain shareholders’ approval.
  2. Notice of General Meeting:
    • Issue Notice: Issue a notice for the EGM/AGM to all shareholders, directors, and auditors of the company at least 21 clear days before the meeting. The notice should include the date, time, venue, agenda of the meeting, and a detailed explanation of the proposed amendments.
  3. Hold General Meeting:
    • Convene the EGM/AGM: Conduct the EGM/AGM as per the notice.
    • Pass a Special Resolution: Obtain approval from the shareholders by passing a special resolution (requires at least 75% of the members present and voting to be in favor). The resolution should specify the details of the amendments to the MOA.
  4. Filing with the Registrar of Companies (ROC):
    • Form MGT-14: File Form MGT-14 within 30 days of passing the special resolution. Attach the following documents:
      • Certified copy of the special resolution.
      • Notice of the EGM/AGM.
      • Explanatory statement under Section 102 of the Companies Act, 2013.
      • Altered MOA.
  5. Verification by ROC:
    • ROC Review: The ROC will review the submitted documents. If everything is in order, the ROC will register the alteration and issue a certificate confirming the amendment of the MOA.

Types of Amendments to the MOA

  1. Change in Name Clause:
    • Obtain approval from the Central Government (for public limited companies).
    • Pass a special resolution in the general meeting.
    • File Form MGT-14 and Form INC-24.
  2. Change in Registered Office Clause:
    • Within the same city: Pass a board resolution.
    • Within the same state but different city: Pass a special resolution and file Form MGT-14 and Form INC-23.
    • From one state to another: Pass a special resolution, obtain approval from the Regional Director, and file Form MGT-14 and Form INC-23.
  3. Change in Object Clause:
    • Pass a special resolution.
    • File Form MGT-14.
    • If the company has raised money from the public, ensure compliance with Section 13(8) of the Companies Act, 2013.
  4. Change in Liability Clause:
    • Pass a special resolution.
    • File Form MGT-14.
  5. Change in Capital Clause:
    • Pass a special resolution.
    • File Form MGT-14 and Form SH-7.

Important Points

  • Ensure all necessary approvals are obtained, especially if the company is listed or regulated by other authorities.
  • Maintain a clear record of all meetings, notices, resolutions, and filings for future reference.
  • Comply with all applicable provisions of the Companies Act, 2013, and the rules made thereunder.

By following these steps diligently, you can successfully amend the MOA of your company in compliance with the legal requirements.