MOA Amendment

The Memorandum of Association (MOA) is a vital legal document that sets out a company's fundamental principles and objectives. It is one of the critical documents required to incorporate a company in India and serves as its constitution. The MOA defines the company's scope of activities, the relationship between its shareholders and directors, and the company's rules and regulations.
 

The MOA is a public document and can be viewed by anyone. It is a crucial document that outlines the company's objectives and powers and helps establish its identity and credibility. It is a legal requirement for every company to have an MOA at the time of incorporation, and any subsequent changes to the MOA must be registered with the Registrar of Companies (ROC).

The MOA is divided into several tables, which are defined as follows:
 

Each of these tables provides a set of standard clauses that companies can use to form their MOA, and they are prescribed in Schedule I of the Companies Act, 2013. Companies are free to modify these clauses to suit their specific requirements, as long as they comply with the law.

Table A-E of Schedule I of the Companies Act 2013 provides a standard format for the Memorandum of Association (MOA) of a company. The format includes the following clauses:

• Name Clause: This clause specifies the name of the company and its jurisdiction.
• Registered Office Clause: This clause specifies the registered office address of the company.
• Object Clause: This clause outlines the objects and purposes of the company.
• Liability Clause: This clause specifies the liability of the company's members.
• Capital Clause: This clause outlines the authorized share capital of the company and the number of shares into which it is divided.
• Association Clause: This clause confirms the agreement of the subscribers to the MOA to become members of the company and form a company.

The format provided in Table A-E of Schedule I is a standard format, and companies may modify it to suit their specific requirements. However, any modifications to the format must comply with the provisions of the Companies Act 2013 and the rules and regulations framed thereunder. At Filing Buddy, we can assist you in drafting your company's MOA and ensure that it complies with all applicable laws and regulations.

• The Object Clause is a part of the Memorandum of Association (MOA) of a company.
• It outlines the primary and ancillary objects of the company.
• The Object Clause defines the scope of the company's activities.
• Any activity not included in the Object Clause cannot be undertaken by the company.
• Changes to the Object Clause require the approval of shareholders through a special resolution.
• Changes are applicable only after approval from the Registrar of Companies and filed with appropriate government authorities.

The Object Clause of the Memorandum of Association (MOA) of a company outlines its primary and ancillary objects, and any changes to it require shareholder's approval through a special resolution. Here's the procedure to amend the Object Clause of the MOA:

1. Convene a Board Meeting: The first step is to convene a board meeting to discuss the proposed changes to the Object Clause. The board must approve the proposed changes and pass a resolution to call an Extraordinary General Meeting (EGM) of the shareholders.
2. Notice of EGM: A notice of the EGM must be sent to all company shareholders, directors, and auditors at least 21 days before the scheduled date of the meeting.
3. Conduct EGM: At the EGM, the shareholders must approve the proposed changes to the Object Clause through a special resolution. The resolution must be passed by a majority of at least three-fourths of the shareholders who are present in person or by proxy.
4. Filing of Form MGT-14: Once the special resolution is passed, the company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution.
5. Approval by ROC: The ROC will review the application and approve the changes if they comply with the provisions of the Companies Act, 2013. If the ROC requires any additional information or documents, the company must provide them within 30 days.
6. Issue a new MOA: Once the changes to the Object Clause are approved by the ROC, the company must issue a new MOA with the updated Object Clause.
7. Update Other Documents: The company must also update other documents with the updated Object Clause, wherever necessary.

It's important to note that any changes to the Object Clause may affect the legal standing of the company. Therefore, it's essential to seek professional advice before making any amendments.

• Business Expansion: The company may want to expand its business activities beyond what is mentioned in the existing object clause.
• Diversification: The company may want to diversify its business activities into new areas.
• Regulatory Compliance: The company may need to amend the object clause to comply with new regulatory requirements.
• Strategic Shift: The company may want to shift its focus or direction, which may require changes in the object clause.
• Correction of Errors: The company may need to correct errors or omissions in the existing object clause.