Changes in MoA of a Company

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Any changes in the memorandum of association (MOA) of a private limited company can be made via a special resolution approved by the stakeholders. It’s an extensive and comprehensive procedure, and must be tackled with utmost care and precision.

Alteration of Name in MoA

This happens after a special resolution is passed. The approval of the central government is not required if the said name is to be changed in the case of private limited company or public limited company. However, in any other case, the consent of the central government is required. Additionally, if the company is being registered with a name that bears any similarity or resemblance with an existing company, the central government will step in and ask for a name change. An ordinary resolution is adequate in such cases.

Change of Registered Office: State to State

Another reason for a change in the MoA happens if the registered office of the company is being moved from one state to another. Some of the reasons for changing the registered office are:

1. To conduct business in a more professional and economic way
2. To achieve a certain purpose of the company
3. To expand and develop its operations in the current location
4. To manage existing objects
5. To merge with other firms/people
6. To sell a part of the enterprise

In any of these cases, a special resolution has to be passed and an approval needs to be taken from the Company Law Board. The changed MOA must be filed with the registrar of the state to which the company is being shifted.
Once the requisite approval is received from the registrar of companies, changes must be made in MOA according to the state where the registered office is placed.

Alteration of Objects Clause

Changes to the object clause, in case of a private limited company, can be made without any hassles. However, if the same has to be done for a company that has raised money from public funding requires a special resolution, which needs to be published in newspapers in English and another local language of the place where the registered company is located. The details must also be made available on the company’s website, along with requisite justification and modification.

Also, under regulations of the Securities and Exchange Board of India, all those who want to exit must be given the opportunity to do so by the promoters and other shareholders of the company.

Alteration of Liability Clause

The clause needs to changed to make the liability of directors unlimited. The liability of the shareholder cannot be made unlimited, and the resolution to make a change in liability has to be happen via a resolution. The resolution’s copy must be filed with the registrar within 30 days of the change.

Alteration of Capital Clause

This can be done so in a normal general meeting. Such a change may be required because of sub division of shares or consolidation of shares. Another reason for the same can be conversion of stock and annulment of unsubscribed capital. The altered changes must be filed with the registrar within 30 days.

Alteration of Authorised Capital

In case of a company looking for issuance of shares, it must check the current authorised capital of the firm. The issue cannot be in excess of the amount of authorized capital. If that needs to be done, the authorized capital of the company will have to be increased and requisite changes made in the MOA of the company.

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A lawyer with 14 years' experience, Vikram has worked with several well-known corporate law firms before joining Vakilsearch.

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