A Memorandum Of Association or Article Of Association is a legal document that contains various important points. It includes the name of the company, ownership of the company, and the registered state. It also contains some other important aspects such as the extent of operation of the company, objective of the company and the authorized capital. Sometimes, there is a change that is needed to be made in any of these things and this is where you need to know the procedure for alteration of Memorandum Of Association and make things suitable for yourself. To help you with this very aspect, here is a complete guide on the same.
How to change the Memorandum Of Association?
When you get to follow the set of procedures under section 13 of the companies’ act 2013, you can easily get to make the amendments in the MOA. Changes in the MOA involves the following steps:
- The first thing that you need to do is to conduct a board of directors meetings. You need to convey notice to the board of directors that you are going to hold a meeting for change in the MOA.
- The next thing after giving the notice is to hold the board meeting. You must give the notice of the meeting and get to hold it. In the board meeting, get the approval for change in MOA and convey it to the general body afterwards.
- The next step is the EGM or the general body meeting. The notice of this meeting shall be given at least 21 days in advance to the exact day of the meeting.
- Now, since you have given the notification for the EGM already, you have to conduct the meeting and get the resolution proved from there. Special resolution for the alteration of MOA and AOA has to be passed in EGM. Also, the presence of the Auditor needs to be checked.
- The last but probably the most important step is to register with the ROC. Within the 30 days of passing the special resolution, file form-14. Along with all the required documents at the registrar of companies office.
Here is a look at the requisite documents:
- You need to carry the certified copies of Alteration of AOA by Special Resolution with yourself while going for the filing to the registrar.
- Copy of the notice that you have sent to the members for the meeting of EGM
- You also need to carry a printed copy of the altered memorandum of association.
Stamp Duty on alteration in MOA
No stamp duty is needed for any change in the MOA or AOA. Alteration of memorandum of association under company’s act 2013 defines that there are no special documents that are required as it is just a special resolution. So, you need not pay any kind of stamp duty on it as well.
Whether the company has the right to alter the subscription clause?
This might be a question that you will have in mind while going for the change in MOA/AOA. Any company during its whole life cannot get to alter the subscription clause or the subscriber sheet.
Whether you follow the procedure for alteration of AOA or MOA, everything except the subscription clause can be modified. The ones used during the company incorporation have to be used throughout the entire duration of the company.
Alteration in more than one clauses with a single resolution
This is another very common question regarding changing some clauses in the original MOA. Yes, it is possible to alter more than one clause. We can bypass the resolution and register the same at the Registrar of Companies.
You can also call for change in Alteration of MOA and AOA just by passing a special resolution after going through all the above-mentioned steps. Yes, it is quite hectic on the legal front but it must be followed.
MOA or Memorandum of Association is the charter which defines the heart and soul of any company. Thus, you shall be very careful while making any kind of changes in the MOA. You shall put every detail correctly before getting an alteration in MOA. You shall have an expert by your side to make things easier.