MOA Amendment – Startup Innings

Memorandum of Association of a company is the constitution of the company, which refers business activities of the company, Capital, State of incorporation, liabilities of the members etc…Alteration in MOA can be affected by passing a special resolution. the meeting of the Shareholders of the company. In this process a special care should be taken during the procedure.

Alteration Requiring MOA amendment

Altering Name in MOA

Alteration of Memorandum can be affected by passing a special resolution by the company. Alteration is required when you change the name of the company like Private limited Company or Public Limited Company, in this case no approval of central government is required. In other cases central government consent is needed.

Registered office Change (State to State)

For the Shifting of the registered office from one state to another state changes in Memorandum of Association is required by the company. However, there are some reasons that include in change in registered office to other state:

The operations done in the current location should be developed.
The existing objectives have to be managed.
Business enterprise partially or wholly to be sold.
The business can be merged with other business.
The business should be conducted more professionally and even more economically.

By the Shareholders of the Company a special resolution has to be approved if the registered office is shifted from one state to another state. If the registered office is shifted the change in Memorandum must be filed to the registrar of the state informed by the company that is moving and also the registrar of the state where there is shifting. After getting the approval from the registrar of Companies, changes should be done in MOA of the company so that the present location of the registered office can be located.

Alteration of Objects Clause

In Object Clause, the company doesn’t permit to do business activity which is not mentioned in the object clause. Changes in the object clause can be easily made in case of private limited Company without any inconvenience. If same process is done for a public company then special resolution should be passed and also published in newspapers where the registered office of the company is located.

Alteration of the Liability Cause

To make the changes in the liability a special resolution is passed .MOA should state that the company is limited by shares or by guarantee. and also, the liability of the members is limited or not. Within the 30days of change made a resolution must be filled with the registrar.

Alteration of Capital Clause

Alteration of Capital Clause can be discussed in the general meeting. Changes may require for a subdivision of the shares or consolidation of shares. Other reason for alteration is conversion of stock, and within 30days the alteration of the registrar can be filled.

Alteration of Authorized Capital

The checking of the Authorized Capital of the company must be there for issuing its shares. If the share capital exceeds the amount of Authorized capital then the company can’t issue the shares. Hence the authorized capital of the company must be increased and modification to the MOA should be made.

Memorandum of Association of Company

A memorandum of Association of the company is a very essential document for incorporation of the company also refers as the constitution of the company is the document which is signed by the main member of the company on the registration and establishment of the company. Some details such as name of the company, shareholders address of the company, purpose of the formation, liabilities of the members and authorized capital are mentioned in MOA of the Company

Subscriptions

Subscription of Memorandum

Subscribers of memorandum of association can become the members of the company on incorporation /registration of the company. The entity for the incorporation, founding member of the entity can be seven or more for the Public Limited Company, Two members or more for private limited company, one if One-person Company should be mandatory and they must subscribe their names to MOA. For the approval of its particulars the process of appending one’s signature by the subscribers to the memorandum.

Who can subscribe to the MOA?

Any Individual
Foreign citizens and Non-resident Indians
Minor (courtesy a natural guardian)
A company that is incorporated under the Companies Act.
A company that is incorporated outside India
A society that is registered under the Society Registration Act,1860
Limited Liability Partnership
A Corporate Body that is Incorporated under an Act of Parliament or the State Legislature

For affixing every subscriber’s signature and requires a person as a witness to this. The witness has to write name, address, description and occupation. If the signature of the subscriber or witness is in other language than English than an affidavit should be filled by declaring that the signature is actual of subscriber or witness.

In other cases, if subscriber can authorize another individual to affix the signature by granting a power of the attorney of concerned person. Then the agent should write name, address, description and occupation in the presence of one witness.

The Digital signature of subscribes of new MCA ,the E-MOA should be submitted.