MOA AMENDMENT

MOA stands for “Memorandum of Association.” It is a legal document that serves as one of the foundational documents for a company or corporation, particularly in the context of company law in many countries, including India and the United Kingdom. The Memorandum of Association contains essential information about the company’s objectives, powers, and scope of operations. With “India’s BEST TAX CONSULTANT.” Connect with our Experts.

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Why Should I Use Auriga Accounting For MOA AMENDMENT ?

Auriga Accounting has a team of registration experts who can provide complete guidance to MOA AMENDMENT.

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Our team of experts will get in touch with you and collect all necessary documents and details

Resolve all your queries

We fill out and file your application for registration

Complete your MOA AMENDMENT.

Your MOA AMENDMENT IS DONE .

OVERVIEW - MOA AMENDMENT

Here are key points about the Memorandum of Association:

Foundational Document: The MOA is one of the two key documents that, along with the Articles of Association (AOA), forms the company’s constitution. Together, these documents lay the foundation for how the company will be structured and operated.

Contents: The Memorandum of Association typically includes the following key elements:

Name Clause: Specifies the name of the company. The name should be unique and comply with legal requirements.

Registered Office Clause: Indicates the location of the company’s registered office, which is the official address for legal communications.

Object Clause: Defines the main objectives and purposes for which the company is established. It outlines the business activities the company can engage in.

Liability Clause: States the liability of members (shareholders) of the company. In a company limited by shares, members’ liability is limited to the amount unpaid on their shares. In a company limited by guarantee, members’ liability is limited to the guarantee amount they commit to in case the company faces financial difficulties.

Capital Clause: Specifies the authorized share capital of the company, which is the maximum amount of share capital the company can issue.

Binding Document: The MOA is a binding document both for the company and its members. It outlines the company’s powers and limitations. Any action taken by the company that is not within the scope of its objects clause is considered ultra vires (beyond the company’s legal authority) and may be void.

Alteration: The MOA can be altered, subject to legal requirements and the approval of the shareholders. Changes to the MOA may require regulatory approval, depending on the jurisdiction.

Public Access: The MOA is a public document, and anyone can access it. It is usually filed with the relevant government authorities during the company’s incorporation process, making it part of the public record.

Articles of Association (AOA): While the MOA outlines the company’s external objectives and powers, the Articles of Association (AOA) focus on the internal management and regulations of the company, including rules for shareholder meetings, appointment of directors, and distribution of profits.

Legal Compliance: The MOA must comply with the company law regulations of the jurisdiction in which the company is registered. Any inconsistencies or non-compliance can result in legal challenges.

ELIGIBILITY for MOA AMENDMENT.

Promoters and Subscribers: The initial objects of the company are usually determined by the promoters and subscribers of the company. These are the individuals or entities who are involved in the formation and registration of the company.

Board of Directors: After the incorporation of the company, the objects specified in the MOA can be altered or added to by the board of directors. The board of directors has the authority to amend the MOA, subject to certain conditions and approvals.

Shareholders (Members): In certain cases, significant changes to the objects clause of the MOA may require the approval of the shareholders (members) of the company by passing a special resolution at a general meeting. This is typically required when there are substantial changes to the company’s core objects.

Regulatory Approvals: Depending on the nature of the objects being added or altered, regulatory approvals may be necessary. For example, if a company wants to engage in a highly regulated industry or undertake specific activities that require government approval or licenses, it must obtain the necessary regulatory clearances before amending the MOA.

Compliance with Law: Any addition of objects to the MOA must be in compliance with the provisions of the Companies Act, 2013, and other applicable laws and regulations. The company must ensure that the proposed objects are legally permissible.

Alteration Procedure: The alteration of the MOA, including the addition of objects, follows a prescribed procedure. It involves filing the necessary resolutions and forms with the Registrar of Companies (RoC) and obtaining the approval of the RoC.

Special Resolution: If the objects clause is being significantly altered or if the changes are considered fundamental, it may require the approval of shareholders through a special resolution. Special resolutions generally require the affirmative vote of a specified majority of shareholders.

Explanatory Statement: When proposing the alteration or addition of objects, the company must provide an explanatory statement to shareholders, explaining the rationale and implications of the proposed change.

Public Notice: After the special resolution is passed, the company is required to publish a public notice about the proposed alteration in a widely circulated newspaper. This is to inform stakeholders and the public about the change.

ADVATNAGES OF MOA AMENDMENT.

Diversification of Business: Adding new objects allows a company to diversify its business operations. This can help reduce dependency on a single line of business and create opportunities for growth in different sectors.

Business Expansion: Companies can expand into new markets, industries, or product lines by adding relevant objects to their MOA. This can enable geographical expansion and access to untapped customer bases.

Competitive Edge: Adapting to changing market conditions and consumer preferences by adding relevant objects can give a company a competitive advantage. It allows the company to stay ahead of competitors.

Revenue Generation: New business activities may lead to additional revenue streams. Companies can explore opportunities to increase their income by engaging in different types of activities or services.

Improved Financial Performance: Diversification and expansion can lead to improved financial performance, potentially increasing profitability and shareholder value.

Risk Mitigation: Diversification can help spread business risks. If one segment of the business faces challenges or downturns, other segments may remain profitable, reducing overall risk.

Compliance with Regulatory Changes: Adapting the MOA to incorporate new objects allows companies to comply with changes in regulatory requirements or emerging industry standards.

Access to Funding: Investors and lenders may be more inclined to invest in or lend to a company with a broader scope of activities. This can facilitate fundraising for growth and expansion.

Strategic Alliances: A broader range of business objects may open doors for strategic partnerships, collaborations, and joint ventures with other companies.

Better Utilization of Resources: Companies can utilize their existing resources, including infrastructure, talent pool, and expertise, for new business activities, thereby optimizing resource utilization.

Enhanced Brand Image: Entering new areas of business can enhance a company’s brand image, positioning it as innovative and adaptable in the eyes of customers and stakeholders.

Future-Proofing: Adding objects that align with emerging technologies or trends can future-proof the company’s operations and ensure its relevance in changing market conditions.

Documents for MOA AMENDMENT.

Special Resolution: A special resolution passed by the shareholders of the company authorizing the alteration of the MOA. The resolution should specify the details of the proposed changes, including the new objects or alterations to existing objects.

Board Resolution: A board resolution passed by the board of directors of the company approving the proposed alterations to the MOA. The board resolution typically precedes the passing of a special resolution by the shareholders.

Notice of General Meeting: A notice of the general meeting of shareholders where the special resolution for the alteration of the MOA will be considered. This notice should be issued in accordance with the provisions of the Companies Act and the company’s articles of association.

Explanatory Statement: An explanatory statement explaining the reasons for the proposed alterations to the MOA. This statement provides shareholders with information about the implications and benefits of the changes.

Amended MOA: A copy of the amended MOA, which should clearly reflect the proposed changes. This document should be in compliance with the format and provisions of the Companies Act, 2013.

Minutes of the General Meeting: Minutes of the general meeting where the special resolution was passed. These minutes should record the proceedings of the meeting, including the discussions and voting results related to the proposed alterations.

Minutes of the Board Meeting: Minutes of the board meeting where the board of directors approved the proposed alterations to the MOA. These minutes provide evidence of the board’s decision.

Form MGT-14: Form MGT-14 is a document required for filing with the Registrar of Companies (RoC) to report changes in the MOA. This form must be submitted within 30 days of passing the special resolution.

Filing Fees: Payment of the prescribed filing fees for submitting Form MGT-14 to the RoC. The fee may vary depending on the nature and extent of the alterations.

Copy of the Altered MOA: A copy of the altered MOA as approved by the shareholders, board of directors, and RoC.

Other Supporting Documents: Depending on the nature of the changes and specific requirements, additional documents may be needed. These could include regulatory approvals, NOC from creditors or lenders, and other relevant certificates or permissions.

PROCESS OF MOA AMENDMENT.

Step 1: Board Resolution

1. Board Meeting: Convene a board meeting of the directors to discuss and approve the proposed changes to the objects clause in the MOA. Ensure that the proposed changes align with the company’s strategic goals and comply with the legal requirements.
2. Board Resolution: Pass a board resolution approving the alteration of the MOA. This resolution should specify the proposed changes and authorize the convening of a general meeting of shareholders for their approval.

Step 2: Notice of General Meeting

1. Notice of General Meeting: Issue a notice of a general meeting of shareholders. The notice should include details of the proposed alterations to the MOA, the date, time, and venue of the meeting, and any explanatory statement regarding the changes.
2. Explanatory Statement: Along with the notice, provide an explanatory statement to shareholders explaining the reasons for the proposed alterations and the implications of the changes.

Step 3: General Meeting of Shareholders

1. General Meeting: Hold the general meeting of shareholders on the scheduled date. During the meeting, present the proposed alterations to the MOA for discussion and voting.
2. Special Resolution: Pass a special resolution to approve the proposed alterations to the MOA. A special resolution typically requires the affirmative vote of at least three-fourths of the shareholders present and voting.
3. Minutes of the Meeting: Record the proceedings of the general meeting, including discussions and voting results, in the minutes of the meeting.

Step 4: Filing with Registrar of Companies (RoC)

Form MGT-14: Within 30 days of passing the special resolution, file Form MGT-14 with the Registrar of Companies (RoC). Form MGT-14 is used to report changes in the MOA, including changes to the objects clause.
Attachments: Attach the following documents with Form MGT-14:

- Copy of the special resolution.
- Copy of the notice and explanatory statement sent to shareholders.
- Altered MOA reflecting the changes.
- Board resolution authorizing the alteration of the MOA.

Filing Fees: Pay the prescribed filing fees for Form MGT-14 as per the Companies (Registration Offices and Fees) Rules, 2014. The fees may vary depending on the authorized share capital of the company.

Step 5: Registrar’s Approval

RoC Approval: After submission, the RoC will review the documents and, if satisfied, will approve the alteration of the MOA. The RoC may issue a new certificate of incorporation with the updated MOA.
Publication: Publish a public notice in a widely circulated newspaper about the alteration of the MOA. This notice serves to inform stakeholders and the public about the changes.

Step 6: Compliance and Record Keeping

1. Compliance: Ensure compliance with all legal and regulatory requirements, including obtaining any necessary approvals or clearances specific to the new objects, if applicable.
2. Record Keeping: Maintain proper records of the altered MOA, board and shareholder resolutions, and all related documents. These records should be readily accessible for future reference and audits.

COMPLIANCES FOR MOA AMENDMENT.

Board Meeting: Convene a board meeting to discuss and approve the proposed changes to the MOA. Ensure that the board resolution authorizing the alteration of the MOA is passed.

Notice of General Meeting: Issue a notice of a general meeting of shareholders. The notice should include details of the proposed alterations to the MOA, the date, time, and venue of the meeting, and any explanatory statement regarding the changes.

Explanatory Statement: Along with the notice, provide an explanatory statement to shareholders explaining the reasons for the proposed alterations and the implications of the changes. This statement is essential for transparency and informing shareholders.

General Meeting: Hold the general meeting of shareholders on the scheduled date. During the meeting, present the proposed alterations to the MOA for discussion and voting. Pass a special resolution approving the changes.

Minutes of the Meeting: Record the proceedings of the general meeting, including discussions and voting results, in the minutes of the meeting. These minutes should be maintained as part of the company’s records.

Form MGT-14: Within 30 days of passing the special resolution, file Form MGT-14 with the Registrar of Companies (RoC). Form MGT-14 is used to report changes in the MOA. Attach the necessary documents, including the special resolution, explanatory statement, and altered MOA.

Filing Fees: Pay the prescribed filing fees for Form MGT-14 as per the Companies (Registration Offices and Fees) Rules, 2014. The fees may vary depending on the authorized share capital of the company.

RoC Approval: The RoC will review the documents and, if satisfied, will approve the alteration of the MOA. The RoC may issue a new certificate of incorporation with the updated MOA.

Publication: Publish a public notice in a widely circulated newspaper about the alteration of the MOA. This notice serves to inform stakeholders and the public about the changes.

Regulatory Approvals (if applicable): Depending on the nature of the new objects or activities being added to the MOA, the company may need to obtain specific regulatory approvals or licenses from relevant authorities. Ensure that all necessary approvals are obtained before implementing the changes.

Record Keeping: Maintain proper records of the altered MOA, board and shareholder resolutions, Form MGT-14, minutes of the general meeting, and all related documents. These records should be readily accessible for future reference and audits.

Compliance with Statutory Timelines: Adhere to the statutory timelines for each step of the process, including convening the general meeting, filing Form MGT-14, and publishing the public notice. Failure to comply with these timelines may result in penalties.

Publication of New MOA: Ensure that the altered MOA, as approved by the RoC, is properly maintained and is the official document governing the company’s activities.

WHY AURIGA ACCOUNTING ?

Initial Consultation: Auriga Accounting may offer an initial consultation to understand the company’s needs and objectives regarding the change in the MOA. They can assess the scope of the required legal work.

Legal Advisory Services: Auriga Accounting Collaborating with legal experts, they can provide legal advice and guidance on the process of altering the MOA, including compliance with the Companies Act, 2013, and other applicable laws.

Document Preparation: Auriga Accounting Assist in preparing the necessary legal documents, including board resolutions, notices of general meetings, explanatory statements, and Form MGT-14 for filing with the Registrar of Companies (RoC).

Compliance Assistance: Auriga Accounting Ensure that the company follows the compliance requirements and statutory timelines for each step of the process, including RoC filings and public notices.

Record Keeping: Auriga Accounting Help the company maintain proper records of all documents related to the MOA change, ensuring they are readily accessible for future reference and audits.

Coordination with Regulatory Authorities: Auriga Accounting Collaborate with legal professionals to coordinate with regulatory authorities, if required, to obtain necessary approvals or clearances for specific changes to the MOA.

Financial Aspects: Auriga Accounting Address any financial aspects related to the MOA change, such as the payment of filing fees and other financial compliance matters.

Publication Requirements: Auriga Accounting Ensure that the company complies with publication requirements, such as publishing notices in newspapers, as mandated by law.

Professional Guidance: Auriga Accounting Provide guidance throughout the process, keeping the company informed about the progress and any potential legal or compliance issues that may arise.

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