A Memorandum of Association is the primary document of the company prepared at the time of incorporation of the company with an option to carry out alteration of the memorandum of association as and when required to define the various clauses as per Schedule I under the Companies Act 2013. It is a document that consists of various clauses related to the company and it defines the scope of business activities of the company.
Any change in terms of the memorandum of association such as a change in authorized capital, change in the object, change in name of the company, etc. can be done via an amendment in MOA. A company may have to undertake alteration of memorandum of association from time to time.
In case the company decides to take up a new business activity or drawdown an existing business activity, it can be done through alteration of object clauses in the MOA. Basic approval of the Directors together with shareholder’s approval via Ordinary resolution is required for this alteration. Thereafter, supporting documents of these resolutions passed along with altered MOA are filed with the ROC in Form MGT-14 for registration of the same.
The company can change or modify the name of the company by passing a special resolution. This is a part of the alteration of memorandum of association.
In case of any change in the business objective, the object clause of the MOA can be altered. Also, changes in the object clause can benefit any further business matters concerning the company.
In case there is a change in the registered office of the company from one state to another, then there needs to be an alteration in the registered office clause of the memorandum of association.
In case there are any modifications to be made in the liability and capital clause, then alteration to the MOA is necessary. If the authorized share capital needs to be changed, then the capital clause will be altered.
Identification of the amendment required to be made.
The BM is required to be convened to approve the amendment and fix date time and place for holding General Meeting.
In order to get approval from shareholders for amending the MOA, the EGM is required to be convened by circulating 21 days clear notice or such shorter period after consent of the requisite shareholders.
Form MGT 14 for amendment is required to be filed within 30 days of passing special resolution.
Bhanu has been working for Unifii for the last 1.5 years and as our accountant and Legal advisor. His knowledge and attention to detail have aided in keeping our company on track during recent times and through a major restructure. I feel confident in recommending Bhanu's and his team's professional services. He is not only thorough but also easy to work with and always willing to take the time to discuss my concerns and respond to questions.
He is proactive, result oriented, and a responsible person. He is always ready to put all his energy and time to get the work done in the best possible manner. Bhanu is a well connected professional that always takes the time to support anyone is his network. I wish him all the best.
Extremely professional, time oriented and supportive are three words that goes perfectly well for Bhanu. He is my go to person for all accounting queries and requirements. I strongly recommend his professional services to all. Besides he is a great human being to know.
I've worked closely with Bhanu. He is a very thorough and confident person. He knows his work well and tries to improvise in everything. Wish you luck Bhanu!
Bhanu is a person to count upon, with his expertise in his domain and knowledge he brings on you can reach him with a problem any time. His appetite to listen and understand the issue makes him the man for the job. He is proactive, energetic and a resourceful guy. My best wishes to Bhanu and Provenience for future endeavour.
Provenience is perfect to partner with in your startup or corporate journey. Seamless service and support provided by team is really helpful specially when you are trying to setup your venture. I would like recommend Provenience to every startup.
Bhanu is one of the most sincere and trustworthy person I have come across. He is extremely ethical and is completely customer focused. His hard work and dedication is commendable and with him handling the legal as well as taxation things are always in order and compliant. Keep up the good work Bhanu. Wishing you more and more success as you grow.
Any change in the existing clauses of the memorandum is termed as amendment in MOA.
Yes, Form MGT 14 is required to be filed with ROC if a special resolution is passed for such amendment
No, the subscription clause is not subject to alteration in the MOA. The subscriber sheet that is used during the incorporation of the company is valid for a lifetime, and one is not allowed to make any further changes in it.
The process of alteration usually takes up 2-5 working days. The process is usually faster if all the documents are in place.
Yes, it is necessary to attach the physical MOA and AOA with the Form MGT-14 for the alteration of MOA under this particular circumstance.