Changes in MOA

The goal and scope of operations for which the company runs are determined by the object clause in the company's MOA. During the company formation procedure, the shareholders decide what the company will be used for. Shareholder and MCA approval would be required if changes to the objects were to be made during operations. The procedure for altering a company's things clause is discussed in this article.

Organizing a Board Meeting

To modify the MOA purposes clause, the Board of Directors must first convene a meeting. The following items would be on the main agenda for this Board meeting:

• To acquire the Board of Directors' in-principle approval to change the object clause in the Memorandum of Association (MOA).

• Select a date, time, and location for an Extraordinary General Meeting (EGM) to get shareholder consent to change the Memorandum's object clause through a Special Resolution.

• To assist in preparing an EGM notice, including an agenda and an explanatory statement, by section 102(1) of the Companies Act, 2013.

• To sanction a Director or Company Secretary for issuing an Extraordinary General Meeting (EGM) notice as the board approves by clause 1(c) above.

Filing of ROC Forms

Submit the specific resolution passed by shareholders to revise the Memorandum with the relevant Registrar of Companies to receive MCA approval. Following 30 days of the Special Resolution's approval, changes to the MOA objects clause must be filed using form MGT-14, including the approved fees and the associated attachments

EGM-related notice

• Sanctioned True copy of Special Resolution Authorized Changes to the Memorandum of Association.

• A true copy of the Board Resolution may be attached as a non-mandatory attachment.

In the context of a Public Limited Company

The situation that the MOA objects clause in a public limited company is changed, the following processes must be followed:

• The facts of the special resolution must be made public in the newspapers. The newspaper should be available in the area where the company's registered office is located. In addition, if the company has one, the newspaper will be published online, along with the logic and justification for the change.

• Dissenting shareholders must be given the option to leave through the promoters and shareholders.

Document Required

• Copy of EGM Notice

• Modified MOA

• Aadhar and PAN Card of all directors

• Copy of special resolution

• Board meeting minutes

• EGM Minutes

FAQ's

The Memorandum of Association or MOA it is constitutional document of company, it defines scope and power of company.

The MOA can be changed by a special resolution passed at a shareholders' meeting. Because altering the company's MOA is such a complicated and time-consuming task, professional care must be taken throughout the process.

Since the Companies Act of 2006, the MOA has been a strictly historical document that cannot be changed. If the company's objectives needed to be changed, the Memorandum of association would also be changed.

Changes to the MOA must be made in compliance with Section 13 of the Companies Act of 2013. Hold a board meeting to discuss the proposal and approve a special resolution recommending it to the members for consideration. Notify the members of a special general meeting that will be conducted to pass a special resolution.

• Name Clause.
• Registered Office Clause.
• Object clause.
• Liability clause.
• Capital Clause.
• Subscriber Clause.
• Association Clause.