Alteration of Name in MOA
Changes to a company’s name will require an amendment to the MOA by passing a special resolution. If changes are made to the name of a private limited or public limited company, Central Government approval or authorization is not necessary. In any other situation, it will need the approval of the Central Government. However, if a company is registered with a name that bears a resemblance to an existing company’s name, the Central Government may request that it change its name. Ordinary resolution in such a situation is sufficient.
Change of Registered Office – State to State
For the transfer of registered office from one state to another a company must make changes to the MOA. Normal reasons for moving headquarters from one state to another include:
· To conduct business more professionally and economically;
· To attain the significant purpose of the company by sophisticated means;
· To develop its operations in the current location;
· To manage any of the existing objects;
· To sell a whole or part of the business enterprise;
· To merge with other businesses or people.
In the event of registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated.
Alteration of Objects Clause
Changes to a private limited company’s object clause will easily be accomplished with minimal hassles. Changing a company’s artifacts that have received money from the public would entail a special resolution, however. Further, the special resolution must be published in newspapers both in English and another in local language which is in circulation at the place where the registered office of the company is located. Additionally, the specifics should be posted on the company’s website, if any, along with the reason for alteration in company items.
Finally, the promoters and shareholders with ownership of the company would allow all dissenting shareholders to exit. This opportunity has to be granted in compliance with the Securities and Exchange Board of India ( SEBI) legislation.
Alteration of Liability Clause
The liability clause may be modified to make the directors’ liability unlimited. In any case, the shareholder’s liability can not be made unlimited. You may change the liability clause by passing a special resolution. A copy of the Resolution will be sent to the Registrar within 30 days.
Alteration of Capital Clause
A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Alteration of capital may relate to:
· Subdivision of the shares
· Consolidation of the shares
· Conversion of shares into stock and annulment of unsubscribed capital.
Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar.
Alteration of Authorized Capital
A Company looking for the issue shares must check the current authorized capital of the company, as the issue cannot be more than the amount of authorized capital. Therefore given the above, a company may have to increase the authorized capital and make modifications to the MOA of the company.
Memorandum of Association of Company
A Memorandum referred to as a company’s constitution or charter is an essential primary document for a firm’s incorporation. The “Memorandum of Association” is a document to be formulated and signed on the incorporation and creation of an association by the founding members. It includes information such as information of initial shareholders, company name, the state in which the company is based, the purpose of the company’s establishment, the authorized capital (if any), and its members’ liability.
Subscription of Memorandum
For the incorporation of an entity, the founding members of an entity, which could number seven or more in the case of a public limited company, two or more in the case of a private company, and one in the case of a Person Company, must subscribe their names to the Memorandum. Subscribing is the process of appending one’s signature or mark to a document, for approval or attestation of its contents.
Who can subscribe:
The following persons can subscribe to the Memorandum:
- Foreign citizens and Non-Resident Indians
- Minor (courtesy a natural guardian)
- A company incorporated under the Companies Act
- A company incorporated outside India
- Society registered under the Societies Registration Act, 1860
- Limited Liability Partnership
- Body corporate incorporated under an Act of Parliament or State Legislature