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Changes to MOA of Company
Changes to Memorandum of Association(MOA) can be affected through an uncommon goal at the investors meeting. Changing the MOA of an organization is an intricate and broad technique, henceforth due expert consideration must be taken during the strategy.
Alteration of Name in MOA
Changes to the name of an organization would require a modification to the MOA by passing an uncommon goal. On the off chance that changes to the name of a private restricted or public restricted organization is affected, assent or approval of Central Government isn’t needed. In some other case, the assent of Central Government would be required. Further, in case of an organization being enlisted with a name that looks somewhat like a name of a current organization, the Central Government may request that it change its name. In such a case normal goal is satisfactory.
Change of Registered Office – State to State
An organization must make changes to the MOA for move of enlisted office starting with one state then onto the next. Common explanations behind changing enlisted office starting with one state then onto the next include:
- to lead business all the more expertly and monetarily;
- to accomplish the critical motivation behind the organization by refined methods;
- to build up its activities in the current area;
- to deal with any of the current items;
- to sell an entire or part of the business endeavor;
- to converge with other business or individual.
In case of enrolled office must be moved starting with one State then onto the next State, an exceptional goal must be endorsed and endorsement from the Company Law Board must be obtained by the organization. The changed update must be recorded with the Registrar of the State from which the organization is changing and furthermore to the Registrar of the State to which the organization is moved. On endorsement of the Registrar of Companies (ROC), changes must be made in the MOA of the organization to mirror the new state where the enrolled office is arranged.
Alteration of Objects Clause
Changes to the item proviso of a private restricted organization can be affected effectively with negligible problems. Notwithstanding, changing the objects of an organization that has fund-raised from public will require an exceptional goal. Further, the exceptional goal must be distributed in papers both in English and another in neighborhood language which are available for use at place where the enrolled office of the organization is found. The subtleties should likewise be shown on the organization’s site, if any alongside the legitimization for alteration in objects of the organization.
At long last, all contradicting investors should be allowed a chance to exit by the advertisers and investors having control of the organization. This open door must be given as per guideline determined by the Securities and Exchange Board of India (SEBI).
Alteration of Liability Clause
The liability clause can be changed so as to make the liability of the directors unlimited. In any case, the liability of the shareholder cannot be made unlimited. The liability clause can be modified by passing a special resolution. A copy of the resolution should be filed with the Registrar within a period of 30 days.
Alteration of Capital Clause
A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Alteration of capital may relate to:
- Sub division of the shares
- Consolidation of the shares
- Conversion of shares into stock and annulment of unsubscribed capital.
Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar.
Alteration of Authorized Capital
A Company looking for the issue shares must check the current authorized capital of the company, as the issue cannot be in excess of the amount of authorized capital. Therefore in the view of the above, a company may have to increase the authorised capital and make modifications to the MOA of the company.
Memorandum of Association of Company
Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for the The “Memorandum of Association” is a document, which is to be formulated and signed by the founder members on the registration and establishment of a company. It provides details such as details of intial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company, the authorized capital (if any), and the liability of its members.
Subscription of Memorandum
For the joining of a substance, the establishing individuals from an element, which could number at least seven on account of a public restricted organization, at least two on account of a privately owned business, and one on account of a One Person Company, must buy in their names to the Memorandum. Buying in is the way toward affixing one’s mark or imprint to a report, with the end goal of endorsement or confirmation of its substance.
The following persons can subscribe to the Memorandum:
- 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
Every subscriber needs to affix his signature, and a person must bear witness to it. The witness must write his /her name, address, description and occupation. If the signature of the subscriber or witness is in any other language other than English, an affidavit must be filed declaring that the signature is the actual signature of the subscriber/witness. In certain cases, the subscriber may authorize another person to affix the signature by granting a power of attorney to the concerned person. The subscriber or the agent, should also write his/her name, address, description and occupation in the presence of at-least one witnes
Particulars to be Mentioned in MOA
Rule 16 of the Companies (Incorporation) Rules, 2014, specifies that the following particulars of every subscriber to the Memorandum shall be filed with the Registrar:
- Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.
- Name of the father/mother.
- Date of Birth.
- Place of Birth.
- Educational qualification.
- Income-tax permanent account number.
- Permanent and current address.
- Email address.
- Contact number.
- Fax number (optional).
- Two ID proofs, out of which PAN card is mandatory.
- Any residential proof, not older than two months.
- Proof of nationality, if the subscriber is a foreign national.
- If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.
If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar:
- Corporate identity number of the company or registration number of the body corporate.
- Global location number, which is used to identify the location of the legal entity. (Optional)
- The name of the body corporate.
- The registered address of the business.
- Email address.
- If the body corporate is a company, a certified true copy of the Board resolution specifying the authorization to subscribe to the memorandum of association of the proposed company, and to invest in the proposed company. The particulars, in this case, should also include the number of shares to be subscribed by the body corporate; as well as the name, address and designation of the authorized person.
- If the body corporate is a limited liability partnership or partnership firm, the particulars to be included are; a certified copy of the agreed resolution, the number of shares proposed to be subscribed in the body corporate and the name of the authorized partner.
- With respect to a foreign body corporate, particulars like the copy of certificate of incorporation of the foreign body corporate and the address of the registered office.