MOA Amendment
A Memorandum of Association (MOA) amendment refers to the formal process of altering the original charter of a company. It involves changes to key clauses like name, object, capital, or registered office and must be approved by shareholders and filed with the relevant authority.
Understanding Memorandum of Association (MOA)
The Memorandum of Association (MOA) is the foundational document of a company. It is created during the registration of the company and holds legal importance. The MOA defines the company’s objectives, scope of activities, and internal rules. It clearly outlines the relationship between the company and its shareholders and sets legal boundaries for the company’s operations.
What is an MOA Amendment?
An MOA Amendment is the process of making changes to the original Memorandum of Association of a company. Under Section 13 of The Companies Act, 2013, companies can legally modify their MOA to reflect new objectives, business activities, or governance structures as the company grows.
When Can the MOA be Amended?
The MOA contains several important clauses, including:
- Name Clause: The official company name.
- Situation Clause: The registered office location.
- Object Clause: The company’s purposes and activities.
- Liability Clause: Member liability details.
- Capital Clause: The authorised capital and share structure.
- Subscription Clause: Signatures of initial shareholders.
Amendments can be made to all these clauses except the Subscription Clause. Common reasons for amendments include:
- Changing the company name.
- Moving the registered office to a different state.
- Updating the company’s objectives.
- Altering the liability clause to limit director liability.
- Changing authorised capital or share structure.
How to Amend the MOA?
The process to amend the MOA involves several steps:
- Board Resolution
The board of directors must approve a resolution stating the intention to amend the MOA and specifying the changes. - Drafting a Special Resolution
A special resolution detailing the exact amendments is prepared according to the Companies Act requirements. - Notice for General Meeting
A formal notice must be sent to all members at least 21 days before the Extraordinary General Meeting (EGM), mentioning the agenda of MOA amendment. - Holding the EGM
Members discuss and vote on the special resolution. A three-fourths majority is needed for approval. - Filing with Registrar of Companies (RoC)
Form MGT-14 along with the special resolution, revised MOA, and explanatory statements must be submitted to the RoC within 30 days. - Registrar’s Approval
The RoC reviews and registers the amendment. After approval, the changes become effective. - Updating Company Records
The company updates its internal records and informs shareholders and other stakeholders about the changes.
Important Documents Required for MOA Amendment
- Revised MOA reflecting proposed changes.
- Certified copy of the special resolution.
- Explanatory statement explaining reasons for amendments.
- Notice of the Extraordinary General Meeting (EGM).
- Form MGT-14 filed with the RoC.
Key Points to Keep in Mind
- Capital Clause changes must be allowed by the Articles of Association.
- Liability changes must be filed with the registrar within 30 days.
- If the registered office is moved, the new address must be notified and verified within 30 days.
- Companies limited by guarantee cannot extend profit-sharing rights to non-members.
- Companies incorporated before the Companies Act 2013 may need to adopt a new MOA to comply with current laws.
How Easy My Tax Can Help with MOA Amendments
Easy My Tax offers professional assistance to make the MOA amendment process simple and hassle-free. We guide you through every step—from drafting and approving the necessary resolutions to filing all required documents with the Registrar of Companies. Our team ensures that your amendments are compliant with current laws and completed within the prescribed timelines. Trust Easy My Tax to handle your MOA amendment efficiently so you can focus on growing your business.
