Any Company which supposed to make any change to the Memorandum of Association (MOA) of its enterprise will comply with the provisions of Section- 13 of ComPANies Act, 2013, and any other applicable provisions of the Act and applicable regulations.
The Company can regulate its Memorandum by way of manner of alteration in the following clause of
Memorandum of Association:
- Name Clause
- Object Clause
- Capital Clause
- Registered Office Clause
- Liability Clause
- Subscription Clause
Note: * Every alteration made in the memorandum of an agency will be referred to in every
reproduction of the memorandum or articles, as the case can be.
An employer may adjust any contents of its memorandum by way of a unique resolution and
complying with the pROCedure certain on this segment. However, phase sixty-one will be complied
with for the alteration of the capital clause of the memorandum.
“Alteration”. The expression ‘modify’ method to modify, exchange or range; to make or emerge as
distinct; to exchange in man or woman, look, and so on; to trade in some recognize.
STEPS FOR ALTERATION IN MEMORANDUM OF ASSOCIATION:
STEP – I: Convey Board Meeting of Directors: (As in line with section 173 and SS-1)
Issue Notice of Board Meeting to all of the administrators of the Company at least 7 days before the date
of Board Meeting.
Notes to Agenda
STEP-II: Held Board Meeting: (As consistent with phase 173 and SS-1)
At the Board assembly, the given resolutions in respect of alteration in MOA ought to be handed.
Get Approval to Alteration in Memorandum of Association and recommending the idea for
members’ consideration by means of way of unique resolution.
Fixing the date, time, and venue of the overall meeting and authorizing a director or any other man
or woman to send the awareness for the equal to the contributors.
STEP- III: Issue Notice of General Meeting: (Section one zero one)
Notice of EGM shall be given at least 21 days earlier than the real date of EGM. EGM maybe
referred to as on Shorter Notice with the consent of at least majority in variety and ninety-five
percent of such a part of the paid-up proportion capital of the organization giving a right to vote at
the sort of assembly:
All the Directors.
Auditors of Company
The notice shall specify the vicinity, date, day and time of the assembly and incorporate a statement
at the commercial enterprise to be transacted on the EGM.
STEP- IV: Hold General Meeting: (Section one hundred and one)
Check the Quorum.
Check whether or not the auditor is present, if now not. Then Leave of absence is Granted or Not. (As in
step with Section- 146).
Pass Special Resolution.[Section-114(2)]
Approval of Alteration in MOA.
STEP- V: Filing of shape with ROC: (Section 117)
File Form MGT-14 (Filing of Resolutions and agreements to the Registrar underneath phase 117)
with the Registrar alongside the considered necessary filing within 30 days of passing the special
the resolution, in conjunction with given documents:-
Certified True Copies of the Special Resolutions alongside explanatory assertion;
Copy of the Notice of meeting ship to members at the side of all of the annexure;
A revealed reproduction of the Altered Memorandum of Associations.
A. Whether Stamp Duty required to pain on Alteration in Memorandum of Association (MOA)?
The Act does now not contemplate new memorandum of association, and where it purports to be
so, it's far nothing more than a unique decision and as such does now not require to be stamped.
B. Whether the Company can regulate its ‘Subscription Clause’
A Company in its life spam can’t adjust the ‘Subscription Clause’ or can’t adjust the ‘Subscriber
Sheet’. Subscriber Sheet use at the time of Incorporation of Company shall be used for the lifestyles
sPAN of the Company.