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Anandita Singh: Alter Memorandum of Association

Memorandum of Association is the company’s charter which clearly defines the scope of the activities carried out by the company. In addition to this, it also clearly specifies what relation the company has with the members.

Procedure and steps to alter Memorandum of Association:
  1. All proposed changes need to comply with section 13 of the Companies Act, 2013, which deals with alteration of memorandum. In the Memorandum of Association, the company can alter the following- 
  • Name clause
  • Capital clause
  • Object clause
  • Liability clause
  • Registered office clause
  • Subscription clause
  1. Board meeting of the directors: An issue of board meeting needs to be sent out to all the directors of the company at least 7 days before the meeting, specifying the agenda, draft resolution etc., in compliance of section 173 of the Act.
  2. Holding of the board meeting: when the board meeting rakes place, all resolutions pertaining to the MOA needs to be passed. In addition to this, a special resolution needs to be passed to get the members to approve the alterations in MOA.
  3. Notice of general meeting: notice of the Extraordinary General Meeting (EGM) needs to be issued a minimum 21 days prior to the date of such meeting. EGM can also be called on a shorter notice if the majority of members agree to the same. In the meeting, all the directors of the company, the auditors of the company and the members have the right to vote, in compliance of section 101 of the Act. An explanatory statement can be attached with the notice (under section 102 of the Act) as alteration is cardinal business.
  4. Holding the meeting: the quorum of the meeting should be met and the auditor should be present for the same. If the auditor is not present, the leave of absence can be granted under section 146 of the Act. In the meeting, the special resolution should be passed as specified under section 114(2) of the Act and in the end, the alteration to the MOA should be duly approved. 
  5. Filing form: After passing of the special resolution, within 30 days, Form MGT-14 needs to be filed with the registrar, with the following document-
  • copy of the notice of the meeting, with annexures
  • certified true copies of special resolution with the explanatory statement
  • A printed copy of the Memorandum of Association which has been altered.

These alteration made under section 13 of the Act would not have any effect until and unless they have been registered.

ALSO READ: PRINCIPLE OF NO-FAULT LIABILITY

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