Changes to the Organization Memorandum may be made by special resolution at a shareholders’ meeting. The process of transforming a company MOA is a complex and comprehensive process, it is necessary to take professional care to be taken during the process.
Change of Name to MOA
Making changes to the company name will need to change the MOA by passing a special resolution. In the event of a change of name in the case of Private Limited Company or Public Limited Company, no approval is required from the central government. However, in some cases, the approval of a central government is required.
Also, in the event that a company is registered with a name that reflects the similarity or similarity of an existing company then the central government will intervene and request a change of name. But a general decision is sufficient in such cases.
Registration of registered office (Region to another)
The company is required to make changes to the Memorandum of Association in order to transfer the registered office to another country. Generally, the reasons for transferring a registrant to another region include:
- To run the business professionally and economically
- Achieving the company’s strategic objective in complex ways
- Developing jobs in the current environment
- Managing existing objectives
- Selling a business whole or in part.
- Associating a business with another person or business.
In the event that a registered office is transferred from one state to another, a special decision must be approved and approval from the Company Law Board must be obtained by the Company. These changes to the memorandum must be submitted to the regional registrar from which the company originates and to the district registrar from which the company wishes to move. After approval from the Registrar of Companies, changes must be made to the Company MOA to reflect the new status of the registered office.
Alteration of Objects Clause
Changes to the clause in the case of Private Limited Company can be made without any problems. But if the same thing happens to any company that collects money from the public a special decision must be passed. Also, this needs to be published in an English newspaper and another local language newspaper where the company’s registered office is located. Details should also be made available on the company’s website with the necessary reasons and corrections.
Also, all opposing shareholders should be permitted to opt-out by developers and controlling shareholders. This opportunity should also be given to the regulations imposed by the Securities Exchange Board of India (SEBI).
Debt Cause Changes
Changes to the clause must be made so that the obligation of the directors does not end. As shareholders’ debt cannot be determined and a decision must be made to make this change in debt by approving the decision.
A copy of the decision must be submitted to the secretary within 30 days of the change made.
Amendment of Article Clause
This change can also be made to a general meeting. Like stock divisions or consolidation of shares, these changes may be necessary. Other reasons for making changes to the capital clause could be a stock conversion and the liquidation of unregistered capital. These changes must be submitted to the registrar within 30 days.
Conversion of Authorized Currency
A company wishing to issue shares should check the authorized capital of the company. The Company is unable to issue shares in excess of the authorized amount. Therefore, the company may be required to increase the company’s principal authorized capital and make changes to the company’s MOA.
Company Organization Memorandum
A company memorandum is a very important document in a corporate consortium often referred to as the company’s constitution or charter. A Memorandum of Association is a document that must be drafted and signed by the founding members of the company in the registration and establishment of the company. Various details such as the details of the original shareholders, the name of the company, the status of the company, the purpose of the company’s construction, the principal amount authorized (if any), and the company’s debt members.
Registration of Memorandum
In order to consolidate a business, the founding members of the business may be seven or more in the case of a Public Limited Company, two or more members in the case of a limited liability company, and one in the case of an Individual Company names in this Memorandum. Registering a memorandum is a process of adding a person’s signature or mark to a text, in order to approve or prove its details.
Who can register for an MOA?
The following persons may register for the Memorandum of Association:
- Foreign nationals and non-resident Indians
- Younger (respectfully natural caregiver)
- A company incorporated under the Companies Act.
- A company incorporated outside of India
- Public registered under the Society Registration Act, 1860
- Limited Partnership
- Consolidated Body under an Act of Parliament or a State Legislature
Registration for MOA
Every registrant is required to attach his or her signature and a person is required as a witness in this regard. The witness should write down his name, address, description, and job. In the event that the signature of the registrant or witness is in a language other than English, an affidavit must be attached stating that the signature is the actual signature of the registrant or witness.
In some cases, the registrar may also authorize another person to attach a signature by giving the power of attorney to the person concerned. The registrant or agent must record his or her name, address, description, and activity in the presence of a single witness.
Under the new MCA form, the eMOA must be accompanied by a Digital Subscriber Signature.
Details to be mentioned in the Memorandum of Association
In terms of Act 16 of the Companies Act, 2014 specifies that the following details of every person who has registered for a memorandum will be submitted to the Registrar:
- Recent name and image attached and scanned with MOA and AOA.
- Father’s / mother’s name
- place of birth
- Permanent Income Tax Account Number
- Permanent and current address
- Email address
- Phone numbers
- Fax Number
- Two proof of identity when PAN is binding
- Any proof of accommodation (If the fee should not be older than 2 months)
- Proof of citizenship (If foreign)
- In the case where the registrant is the current director or promoter in the company details such as name and surname and company ID number.
- If the registrant is a board company Memorandum, the following information must be submitted to the registrar.
- Company ID number or business body registration number.
- International Location Number, used to identify the place of legal business (optional)
- The body name of the company.
- Registered business address
- Email address
- If the business entity is a company, then a certified copy of the board’s decision confirming the authorization to register on the memorandum of the proposed company organization and to invest in the proposed company. The details, in this case, should include the number of shares to be registered by the business body and the name, address, and appointment of the authorized person.
- In the event that a business entity is a limited liability partnership or a corporate entity and then a certified copy of the business, the number of shares proposed to be registered with the business organization, and the name of the authorized partner should be included.
- On the board of foreign companies, details such as company registration certificate and registered office address must be included.
Frequently Asked Questions
The MOA or Memorandum of Association defines the powers and objectives of a company, the AOA defines the rules set by the company.
In terms of the provisions of the Companies Act, 2013 both the MOA and the company AOA may be amended.
The MOA amendment documents require a certified copy of the resolution, a copy of the EGM notice, a printed copy of the MOA.
A company memorandum is an important document of corporate consolidation called a company constitution or charter. This MOA will be drafted and signed by the founding members of the company in the registration and establishment of the company.
Individuals, foreign nationals, children, Company incorporated under corporate law, corporate corporation outside India, LLP, registered Society, a corporate body incorporated under Act of Parliament or state legislature.