Structured Biiz

ALTERATION OF MOA

Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of Companies.
Alteration of Memorandum of Association is required to be done in the following cases: 

Change of name of the Company

Change of name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. The proposed name needs to be reserved by the Company. An application for name change needs to be submitted to the ROC for approval.

Section 13 of the Companies Act, 2013 states that the name of a Company may be changed by passing a Special Resolution in an Extra-Ordinary General Meeting.

The process involves drafting of documents and various form filing with the ROC.

Change of Object Clause

Object Clause of the Company defines the main business activity of the Company that it is permitted to be undertaken. Object Clause is specified under the Charter documents of the Company i.e., Memorandum of Association of the Company.

To change the goals or aims and objectives of your business as defined under the Memorandum of Association, you need to alter the Memorandum of Association.

The process starts with passing of a Board resolution for changing the main objects of the Company. In case the name of the Company is not resonating to the main objects of the Company, then the name of the Company is also required to be changed in order to signify the main object of the Company.

Few documents are required to be submitted in a prescribed format and an Extra-Ordinary General meeting of Shareholders is required to be conducted.

In case of change of name, the proposed name needs to be reserved and thereafter, the process in regard to change of name and object clause needs to be completed.

Drafting of documents and ROC approval is involved in this regard.

Usually the process takes 7-10 working days.

Changes in Authorised Share Capital

Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of Companies. Section 61 of the Companies Act, 2013 states that a limited Company having a Share Capital may, if so authorised by its Articles of Association, alter its Memorandum of Association in its General Meeting to:

Shifting of Registered Office Address from one State to another

As per Section 13 of the Companies Act, 2013, the alteration of the Memorandum of Association relating to the place of the Registered Office from one state to another shall not have effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.

Once approved, the alteration needs to be informed to the Registrar of Companies.

The Registrar of Company shall issue a Fresh Certificate of Incorporation indicating the alteration.

Alteration of MOA

*The fee mentioned above is inclusive of Govt. Fee. However, Stamp Duty Payment or late Penalty Fee or any out of pocket expenses arising in the matter shall be charged separately.