MOA Amendment Services
MOA Amendment – Services by Deepak Prakash & Associates
The Memorandum of Association (MOA) is one of the most crucial documents for any company, as it defines the scope of the company’s activities and its relationship with the external world. The MOA contains essential details about the company, such as its name, objectives, capital structure, and the liability of its members. However, over time, the company may need to amend its MOA to accommodate changes in business operations, objectives, capital structure, or other essential elements.
At Deepak Prakash & Associates, we provide expert services in MOA Amendment, ensuring compliance with the legal provisions under the Companies Act, 2013. Whether your company needs to modify its objectives, increase authorized capital, or make changes to its business activities, our experienced Chartered Accountants guide you through the process to ensure that the amendment is completed smoothly and legally.
This guide explains the MOA Amendment process, its importance, and how Deepak Prakash & Associates can assist you with all the necessary legal formalities.
What is MOA Amendment?
An MOA Amendment refers to the process of changing or modifying specific clauses in the Memorandum of Association of a company. This could be due to changes in the company’s objectives, business operations, name, registered office, authorized share capital, or liability structure.
Since the MOA defines the scope of a company’s business and activities, any change to the company’s structure or business operations needs to be reflected in the MOA to ensure legal compliance.
Why Do Companies Amend Their MOA?
There are various reasons why a company may need to amend its MOA, including but not limited to:
Change in Company Objectives:
- If the company wants to diversify its business activities or venture into new areas of business, the Main Objects Clause of the MOA must be amended to reflect these new objectives.
- If the company wants to diversify its business activities or venture into new areas of business, the Main Objects Clause of the MOA must be amended to reflect these new objectives.
Change in Authorized Capital:
- A company may decide to increase or decrease its authorized capital based on the business needs. This requires an amendment to the Capital Clause of the MOA.
- A company may decide to increase or decrease its authorized capital based on the business needs. This requires an amendment to the Capital Clause of the MOA.
Change in Company Name:
- A company may wish to change its name, either due to a rebranding or to reflect the changed nature of its business. This necessitates a change to the Name Clause in the MOA.
- A company may wish to change its name, either due to a rebranding or to reflect the changed nature of its business. This necessitates a change to the Name Clause in the MOA.
Change in Registered Office:
- If a company decides to shift its registered office to another location, the Registered Office Clause in the MOA must be amended.
- If a company decides to shift its registered office to another location, the Registered Office Clause in the MOA must be amended.
Change in Liability of Members:
- If the company’s liability structure changes (for example, from limited to unlimited liability), it requires an amendment to the Liability Clause.
- If the company’s liability structure changes (for example, from limited to unlimited liability), it requires an amendment to the Liability Clause.
Conversion of Company Type:
- A company may wish to convert from a Private Limited company to a Public Limited company (or vice versa), which may require amendments to the MOA.
Types of MOA Amendments
The Memorandum of Association is divided into the following main clauses, each of which may be amended depending on the type of change:
Name Clause:
- The name of the company can be amended if required. The name should not be similar to any existing company or trademark. The amendment to the Name Clause is generally made when the company undergoes a rebranding or restructures its business.
Registered Office Clause:
- If the company wishes to change its location or state of the registered office, the Registered Office Clause in the MOA will need to be amended. The new address must be within the same state as the current office for the amendment to be valid.
Object Clause:
- The Main Objects Clause outlines the primary activities and business operations of the company. This clause may need to be amended if the company plans to expand or change its business objectives.
Capital Clause:
- If the company intends to increase or decrease its authorized capital, it requires an amendment to the Capital Clause. The amendment must be approved by the shareholders.
Liability Clause:
- This clause defines the extent of the liability of the members (whether limited or unlimited). If there is a change in the liability of the members, it must be amended in the MOA.
Procedure for MOA Amendment
The process of amending the MOA involves several legal steps to ensure compliance with the Companies Act, 2013. The key steps involved in the MOA amendment process are:
Board Resolution:
- The first step is to pass a board resolution approving the proposed amendment to the MOA. This decision is generally taken in a Board Meeting.
Shareholder Approval:
- After the board approves the amendment, a special resolution must be passed by the shareholders at a General Meeting (AGM or EGM). The special resolution must specifically mention the changes to be made in the MOA.
Filing with the Registrar of Companies (ROC):
- After obtaining shareholder approval, the company must file Form MGT-14 with the Registrar of Companies (ROC). This form includes details about the special resolution passed and is required to be filed within 30 days of passing the resolution.
Amended MOA:
- The company must prepare the amended MOA and submit it to the ROC for their approval. The amended document should clearly highlight the changes made to the original MOA.
Certificate of Amendment:
- Once the changes are approved, the ROC issues a Certificate of Incorporation to confirm that the amendments have been registered. This certificate serves as proof that the amendment has been legally completed.
Legal Compliance for MOA Amendment
The amendment to the MOA must comply with the Companies Act, 2013 and the company’s Articles of Association (AoA). The following points should be considered to ensure full legal compliance:
Shareholder Approval:
- A special resolution is required for any amendment to the MOA. This means that at least three-fourths of the shareholders present at the meeting must approve the resolution.
- A special resolution is required for any amendment to the MOA. This means that at least three-fourths of the shareholders present at the meeting must approve the resolution.
Filing Timelines:
- The company must file the amended MOA with the Registrar of Companies (ROC) within the prescribed timelines, typically within 30 days from passing the special resolution.
- The company must file the amended MOA with the Registrar of Companies (ROC) within the prescribed timelines, typically within 30 days from passing the special resolution.
Compliance with Existing Contracts:
- The company must ensure that the changes in the MOA do not violate any existing contracts or agreements, especially in cases where external stakeholders, like investors or lenders, are involved.
Why Choose Deepak Prakash & Associates for MOA Amendment?
At Deepak Prakash & Associates, we understand that amending the MOA of your company requires legal expertise and careful attention to detail. Our team of highly experienced Chartered Accountants and legal professionals provides comprehensive support in amending your MOA to meet your business needs.
Here’s how we can assist you with the MOA Amendment process:
Expert Legal Advice:
- We provide expert advice on whether amending the MOA is necessary and guide you on the implications of the proposed amendments.
- We provide expert advice on whether amending the MOA is necessary and guide you on the implications of the proposed amendments.
Drafting and Filing:
- Our team helps in drafting the special resolution, preparing the amended MOA, and filing all the necessary documents with the Registrar of Companies (ROC).
- Our team helps in drafting the special resolution, preparing the amended MOA, and filing all the necessary documents with the Registrar of Companies (ROC).
Shareholder Approval:
- We assist in organizing the General Meeting (GM) to obtain shareholder approval for the proposed amendments and ensure that the proper procedure is followed.
- We assist in organizing the General Meeting (GM) to obtain shareholder approval for the proposed amendments and ensure that the proper procedure is followed.
Timely Filing:
- We ensure that all filings with the ROC are made on time, preventing any legal non-compliance issues.
- We ensure that all filings with the ROC are made on time, preventing any legal non-compliance issues.
End-to-End Support:
- From consultation to filing and obtaining the Certificate of Amendment, we provide complete support throughout the process.
