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 of change of name of the Company starts with conducting a Board meeting.
An application for approval of name is submitted with the ROC.
Once the name is granted and reserved by the ROC, a Board Meeting followed by Extra-ordinary General Meeting is held in order to alter the Memorandum of Association of the Company.
Necessary forms are required to be filed with the ROC for approval.

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:

Increase its Authorised Share Capital;
Consolidate and divide all or any of its Share Capital into shares of a larger amount than its existing shares;
Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
Sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum;
Cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
Cancellation of shares under Section 61 (1) of the Companies Act, 2013 shall not be deemed as reduction of Share Capital of the Company.

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.