MOA Amendment
An MOA amendment for a private limited company requires a special resolution and MCA filing via Form MGT-14. This legal process is essential for changing the Memorandum of Association, such as altering the company’s object clause.
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MOA Amendment
Amending a company’s Memorandum of Association (MOA) is a crucial process to reflect changes in its business operations, name, or capital structure. As the foundational document of a company, the MOA defines its scope and objectives. Any alteration to its clauses must be done in strict compliance with Section 13 of the Companies Act, 2013.
FileMyFirm offers expert assistance in navigating the complexities of MOA amendments, ensuring a seamless and compliant process.
Types of MOA Amendments
A company can alter various clauses of its Memorandum of Association, except for the Subscription Clause. The most common amendments are:
- Name Clause: Changing the company’s name.
- Situation Clause: Altering the company’s registered office, especially if it’s moved from one state to another.
- Object Clause: Modifying the scope of the company’s business activities.
Capital Clause: Increasing, decreasing, or reorganizing the company’s authorized share capital
Step-by-Step MOA Amendment Procedure
The procedure for an MOA amendment is a structured legal process that involves several key steps:
1. Board Meeting
The process begins with the Board of Directors passing a resolution to approve the proposed changes to the MOA. This resolution authorizes a director to take the necessary steps.
2. Extraordinary General Meeting (EGM)
A special resolution must be passed by the shareholders at an EGM. This resolution requires the approval of at least a 75% majority of the members present and voting. A formal notice for the EGM must be sent to all members, directors, and auditors with a minimum notice period (typically 21 days).
3. Filing with the ROC
After the special resolution is passed, the company must file the changes with the Registrar of Companies (ROC) using Form MGT-14. This form must be submitted within 30 days of passing the resolution. The filing must include:
- A certified copy of the special resolution.
- The notice of the EGM and an explanatory statement.
- A copy of the altered MOA.
4. ROC Approval
Upon reviewing the documents, the ROC will register the amendment. The changes to the MOA will become effective from the date of registration. For complex changes, such as shifting the registered office to a different state, approval from the Central Government may also be required.
Simplify Your MOA Amendments with FileMyFirm
The MOA amendment process can be complex and requires a deep understanding of corporate law and filing procedures. FileMyFirm provides comprehensive support, from drafting the necessary resolutions to handling all regulatory filings. Our experts ensure your Memorandum of Association is amended efficiently, correctly, and in full compliance with all legal requirements.
Frequestly asked questions ( FAQ )
The full form of MOA is the Memorandum of Association. It is the primary legal document of a company that defines its scope, powers, and objects. The MOA establishes the relationship between the company and the outside world.
An amendment is required whenever a company needs to change a fundamental aspect defined in its Memorandum, such as:
Altering the Object Clause (changing or expanding the company’s main business activities).
Changing the Name Clause (changing the company’s official name).
Changing the Registered Office Clause (shifting the registered office, especially to a different state).
The primary MCA form used for filing an MOA amendment is Form MGT-14. This form is used to file the Special Resolution (shareholder approval) with the Registrar of Companies (ROC).
Note: For complex changes like shifting the registered office to a different state, approval from the Central Government may also be required, in addition to the ROC filing.
The process generally involves three main steps:
Board Resolution: The Board of Directors must first pass a resolution to approve the proposed MOA changes.
Special Resolution (Shareholders): A Special Resolution must be passed by the shareholders at an Extraordinary General Meeting (EGM). This requires an approval of at least a 75% majority of the members present and voting.
Filing with ROC: The company must file Form MGT-14 with the ROC within 30 days of passing the Special Resolution, along with a copy of the new MOA and other required documents.
The changes to the MOA become effective from the date of registration (approval) by the Registrar of Companies (ROC).