About
Memorandum of Association(MOA) of association(MOA) is a document for the purpose of formation of the company and along with the Articles of Association (AOA) is regarded as the Constitution of the Company.
Procedure of alteration of Memorandum of Association(MOA)
Section 13 of the Companies Act, 2013 deals with the provisions of alteration of the Memorandum of Association(MOA).
A company may alter the provisions of the Memorandum of Association(MOA) with the approval of the members by a special resolution.
Change in the name
Any change in the name of a company shall be effective only after the written approval of the Central Government(CG). No approval is required where the change in the name of the company is only the deletion or addition of the word “Private”.
The change of name shall not be permitted to a company which has not filed annual returns or financial statements (Form MGT 7) due for filing with the Registrar or which has not pay or repay matured deposits or debentures or interest thereon However, change of name is allowed after filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon.
After the change in the name of a company, the Registrar shall issue a fresh certificate of incorporation with the new name and the change in the name shall be effective only after the issue of such a certificate by the registrar.
A company shall, in relation to any alteration of its Memorandum of Association(MOA), file with the Registrar the special resolution passed by the company and approval of the Central Government in case of alteration in the name of the company.
Change in Registered office
The alteration of the Memorandum of Association(MOA) relating to the place of the registered office from one State to another will be effective if it is approved by the Central Government on an application in such form and manner as may be prescribed by rules.
The Central Government(CG) shall close the application of change of place of the registered office within 60 days. In case of an alteration of the Memorandum of Association(MOA) for the transfer of registered office of a company from one State to another, a certified copy of the order of the Central Government(CG) approving the alteration must be filed by the company with the Registrar of both of the States within a stipulated time, who shall register the same. The Registrar of the State where the registered office is going to be shifted shall issue a fresh certificate of incorporation indicating the alteration.
Change in objects
A company, which has raised money from public through prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution through the postal ballot is passed by the company and the details, in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the company’s website.
The Registrar shall register any alteration of the Memorandum of Association(MOA) with respect to the objects of the company and certify the registration within a period of 30 days from the date of filing of the special resolution.
Every alteration made in the Memorandum of Association(MOA) or articles of a company shall be noted in every copy of the Memorandum of Association(MOA) or articles.
