MOA Amendment

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.