Memorandum of Association
The Memorandum of Association of a company must be changed whenever there are changes to the object, situation or capital or liability of a company.
Introduction
Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company, state of incorporation, type of company, capital clause, liability clause and more. Changes to Memorandum of Association of a company can be required while changing the name of a company, changing registered office from state to state. alteration of objects clause, alteration of a capital clause or increase of authorized capital. Changes to the Memorandum of Association of a company would require the passing of a special resolution and shareholders consent.
Major Clauses
Object Clause
Lawful objects can be stated and included in the objects clause of the memorandum of association, whether the company engages in all those activities or not. From a legal view-point, any activity which offends the objects clause and is not expressly stated in the Memorandum of Association would be considered ultra-vires, i.e. beyond the powers of the company.
Name Clause
The name of the company must be stated with the last word ‘Limited’ in case of limited companies and with the last two words ‘Private Limited’ in case of private limited company. The Companies Act, 2013 states that a company should not be registered with an undesirable name.
Liability Clause
The Memorandum of Association must state whether the company is limited by shares or by guarantee. Also, the Memorandum of Association must state that the liability of its members is limited. A company cannot increase the liability of its members without their written consent.
Situation Clause
The Memorandum of Association must mention the State in which the registered office of the company will be located. The domicile of the company must be stated for determination of jurisdiction of Court, tax authorities and ROC.
Capital Clause
The Memorandum of Association of a company having to share capital is required to show the amount of share capital with which the company is going to be registered, and the division therefor into shares of fixed value.
How we help in MOA Amendment
Advisory
A Business Expert will review the present and proposed MOA of the company and the Articles of Association to understand the background of the Company prior to beginning the process. The review would take 1 – 3 working days.
Board Resolutions
Once you obtain an understanding of the procedures involved in MOA amendment, our Experts will draft the necessary Resolutions for the procedure.
Filing
Once the Board Resolutions are passed, our Experts will prepare and file the necessary documents with the Ministry of Corporate Affairs to complete the MOA Amendment.
MOA Amendment
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