Change to MOA of a Private Limited Company

Narendra Kumar

28 May, 2019

After registration of a Company, there are several instances when you have to amend the MOA in order to meet the business requirement.

What is Memorandum of Association of a company

A Memorandum of Association is a very important document of a Company, it is also said to be the charter of the company. Changes in Memorandum of Association can be done only at the Sample Minutes of Special shareholders meeting by passing a special resolution. To change MOA of the Company is a very complex and an extensive procedure, hence due care must be taken in doing so. Various reasons must be taken for effecting changes in MOA of the company.

Alteration of Name in MOA

Changes in the name of the Company would be requiring alteration in the MOA; this alteration in the MOA can be done only after passing the special resolution in the shareholders meeting. In case of changes is made in the name of the private or public limited company there is no need to take approval of Central Government further in any other case approval of Central Government will be required.

If the company is registered with a name that resembles with the name of the existing company, in that case, the Central Government might ask to alter its name, in such case ordinary resolution will be adequate.

Change of Registered Office – State to State

If there is a change in the registered office address of the company then it is necessary to make changes in the MOA for transfer of the registered office of the company from one state to another. The reasons behind changing the registered office from state to another include:

• To conduct the business activity more professionally and economically;
• To attain the main objective of the company by sophisticated means;
• To develop its operations in the current location;
• To manage any of the existing objects;
• To sell a whole or part of the business enterprise;
• To merge or take over any other business.

If the registered office is to be shifted from one state to another a special resolution shall be passed. And the altered MOA shall be filed with the Registrar of state from where the company is shifting and also with the Registrar of State where the company is setting up its new registered office. As soon as the ROC approves these changes it is necessary to make changes in the MOA of the company to reflect the new state where the registered office is situated.

Alteration of Objects Clause

Changes in the object clause of the Private Limited Company can be made easily with minimal hassles. However, if it is the company that has raised money from the public then it will require a special resolution to alter its object clause. The special resolution must be published in a newspaper which is in circulation at a place where the registered office of the company is situated; it should be published both in English and any other regional language. The details should be displayed on the company’s website, along with the justification for modifying the object clause of the company.

When the object clause of the company is altered all the dissenting shareholders should be given an opportunity to exit. This opportunity must be given in accordance with the regulations specified by the Securities and Exchange Board of India (SEBI).

Alteration of Liability Clause

The liability clause can be changed so that the liability of the directors of the company can be made unlimited, in any case, the liability of the members cannot be made unlimited. The liability clause can be modified only be passing a special resolution. Within 30 days of the passing of the special resolution, the copy of the resolution shall be filed with the Registrar of Companies.

Alteration of Capital Clause

Alteration in the capital clause of the MOA can be made by passing an ordinary resolution in a general meeting of the company. Alteration in a capital clause can be made in following ways:

• Subdivision of shares.
• Consolidation of shares.
• Conversion of shares into stock.
• Annulment of unsubscribed capital.

Within 30 days of the passing of the resolution, the altered Articles of Association, as well as Memorandum of Association, will be submitted to the Registrar of Companies where the registered office of the company is situated.

Alteration of Authorized Capital

Any company before issuing any new shares must check its current authorized capital because the issue cannot be made more than the amount of authorized capital of the company. Therefore if the authorized capital is not enough then the company has to increase its authorized capital and have to alter its MOA.