How do you modify a Memorandum of Association?
Procedure for Change of Memorandum of Association:
- STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)
- STEP –II: Held Board Meeting: (As per section 173 and SS-1)
- STEP- III: Issue Notice of General Meeting: (Section 101)
- EGM called at Shorter Notice.
- STEP- IV: Hold General Meeting: (Section 101)
How and to what extent can the Memorandum of Association be amended?
A company may change its objects as enshrined in its MOA in accordance with the provisions of Section 13 of the Act. Accordingly, any alteration of MOA with respect to the objects of the company is permitted through Special Resolution.
Under what circumstances Memorandum of Association can be altered?
Alteration of Name in MOA Changes to the name of a company would require an alteration to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorization of Central Government is not required.
Can a Memorandum of incorporation be amended?
If the amendment to a company’s MOI has substituted an MOI, or has altered the existing MOI by changing the type of the company, the company must include a copy of the amendment with the Notice of Amendment – complete CoR15. 1A, B, C, D, E or own MOI.
Under what circumstances can a Memorandum of Association be altered?
Which clause of Memorandum Cannot be changed?
Change of subscription clause: The subscription clause cannot be changed at all. This clause contains the names of the persons who sign the memorandum at the time of incorporation of the company.
How do I change a company’s Memorandum and articles of association?
Change Memorandum and Articles of Association To make the necessary modifications you will need to hold a meeting of the directors and pass a Special Resolution. The signed resolution should be returned to Companies House along with replacement or amended copies of the Articles where necessary.
When may the company’s Memorandum of Incorporation be amended?
At any time after a Company has filed its Memorandum of Incorporation, and subsequently filed one or more alterations or amendments to it, the Company may file a consolidated revision of its Memorandum of Incorporation, as so altered or amended.
What are the limitation on the power of a company to alter its memorandum?
a) The alteration must not exceed the powers given by the Memorandum of Association of the company or conflict with the provisions thereof. b) It must not be inconsistent with any provisions of Companies Act or any other statute. d) The alteration must be bona fide for the benefit of the company as a whole.
Which clause of memorandum Cannot be changed?
What is association clause in Memorandum of Association?
The association clause explains that any individual signing the bottom of the MOA wants to be part of the association that’s being formed by the memorandum. The MOA has to be signed by at least seven people or more if it’s a public company. It has to be signed by at least two or more people if it’s a private company.
What is Memorandum of Association Amendment?
Memorandum of Association Amendment. Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company, state of incorporation, type of company, capital clause, liability clause and more.
Can a company alter its Memorandum of Association (MOA)?
Following are the cases where a company has to alter its Memorandum of Association (MOA) as per provisions of Section 13 of the Act read with Companies (Incorporation) Rules, 2014 (the Rules) Let us consider the above mentioned cases in brief:
What is a memorandum of the company?
A Memorandum of the company is a very vital document for the incorporation of a company which is often referred to as the constitution or the charter of the company. Memorandum of Association is a document that is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company.
How to file a change in Memorandum of a company?
This change in memorandum should be filed with the Registrar of the state from which the company is moving and also to the Registrar of the state where the company wants to shift.
https://www.youtube.com/watch?v=pJ9PYPXVDgg