MOA Amendment

Description

Changes to MOA of Company

Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting. Changing the MOA of a company is a complex and extensive procedure, hence due professional care must be taken during the procedure. 

Alteration of Name in MOA

Changes to the name of a company would require an alteration to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorization of Central Government is not required. In any other case, the consent of Central Government would be required. Further, in the event of a company being registered with a name that bears a resemblance to a name of an existing company, the Central Government might ask it to alter its name. In such a case ordinary resolution is adequate.

Change of Registered Office – State to State

A company must make changes to the MOA for transfer of registered office from one state to another. Usual reasons for changing registered office from one state to another include:

  1. to conduct business more professionally and economically;
  2. to attain the significant purpose of the company by sophisticated means;
  3. to develop its operations in the current location;
  4. to manage any of the existing objects;
  5. to sell a whole or part of the business enterprise;
  6. to merge with other business or person.
  7. In the event of registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated.

Who can Subscribe?

The following persons can subscribe to the Memorandum:

Individual
Foreign citizens and Non Resident Indians
Minor (courtesy a natural guardian)
Company incorporated under the Companies Act
Company incorporated outside India
Society registered under the Societies Registration Act, 1860
Limited Liability Partnership
Body corporate incorporated under an Act of Parliament or State Legislature