An MOA (Memorandum of Association) Amendment is a legal process through which a company modifies the provisions outlined in its foundational document. The amendment is permissible under Section 13 of The Companies Act, 2013, and becomes necessary as companies evolve and need to reflect changes in their objectives, operations, or governance structure.
The amendment process involves several critical steps, including drafting a board resolution that outlines the intent to change the MOA, preparing a special resolution detailing the exact amendments, and obtaining approval from shareholders through a general meeting. Companies must then file the special resolution with the Registrar of Companies (RoC) within 30 days of its passage.
Common reasons for MOA amendments include changes in the company’s name, registered office location, objects of the company, member liability, or authorized capital. The amendment becomes effective only after the RoC reviews and approves the submitted documents, after which the company must update its internal records and notify relevant stakeholders about the changes.
Initiate the process by holding a meeting of the Board of Directors to discuss the proposed amendments to the MoA. The board must pass a resolution authorizing the amendment and deciding whether to call an Extraordinary General Meeting (EGM) or use the Annual General Meeting (AGM) for shareholder approval.
Prepare and send a notice for the EGM or AGM to all shareholders, directors, and auditors at least 21 days before the meeting.
Along with the notice, include an explanatory statement that outlines the nature and effect of the proposed alterations to the MoA. This statement should provide shareholders with sufficient information to make an informed decision during the meeting.
Hold the EGM or AGM on the scheduled date. Present the proposed amendments to the shareholders for discussion and voting. The amendments must be approved as a special resolution, which requires at least 75% of voting power in favor.
After passing the special resolution, file Form MGT-14 with the Registrar of Companies (RoC) within 30 days to register the resolution. Additionally, file Form INC-24 for approval of alteration of MoA
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