Memorandum of Association Amendment

Memorandum of association is the document which contains all the fundamental information of the company. MOA is filed with the ROC at the time of incorporation of a company. There can be various reasons for amendment or alterations in Memorandum of association and they are as follows –

  1. Change in the name of the company
  2. Change in the registered office from one state to another.
  3. Change in object clause
  4. Change in capital clause
  5. Change in liability of the members of the company

Changes or alterations are done in Memorandum of association (MOA) by passing a special resolution or as per shareholders consent.


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Documents Required For Change In Memorandum Of Association (MOA)

Documents required to make changes or alterations in MOA are as follows –

  • Board meeting for change in MOA
  • Extra ordinary general meeting (EGM) notice
  • Altered memorandum of association(MOA)
  • Certified copy of special resolution.

Procedure for Change in MOA Under Companies Act, 2013

As per section 13 of the company’s act 2013, changes or alterations in MOA can be done by following the procedure given below –

  • In the first step, hold a board meeting and keep the proposal of MOA alteration in front of other members of the company for consideration.
  • In the second step, notice of extra ordinary general meeting (EGM) is given to all the members where special resolution is going to be passed. The notice contains date, day, time, place of the meeting as well as the statement on the business to be transacted at the extra ordinary general meeting (EGM).
  • Special resolution is required to be passed with the consent of members in alteration of every clause of memorandum of Association except the capital clause. In case of authorized share capital, ordinary resolution is to be passed with the consent of members. As alterations of memorandum is a special business, explanatory statement should also be send with the meeting notice in which special resolution is to be passed with the consent of other members.
  • In the fourth step, shareholders pass the special resolution for alteration of memorandum of association with registrar of companies (ROC). Form MGT-14 has to be filed within 30 days from the date of passing of resolution for registration of special resolution.
  • In the fifth step, Form MGT-14 has to be filed with the following attachments –
    1. Certified copy of special resolution
    2. Explanatory statement of general meeting
    3. Altered MOA
    4. Altered AOA

    In case of change in name & registered office clause of the company, copy of approval from central government filed with the registrar.

  • As per section 13, alteration shall not have any effect until it has been registered.

MOA Amendment FAQ’S

MOA is filed by the company at the time of incorporation.
Ordinary resolution is passed with the consent of members for alteration of capital clause of memorandum of association whereas special resolution is required to be passed in other clauses of memorandum of association.
Form MGT-14 is filed by the company for registration of special resolution.
The documents needed to make changes or alterations in MOA are as follows –
  1. Board meeting for change in MOA
  2. EGM notice
  3. Altered memorandum of association
  4. Certified copy of special resolution.
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