Alteration in the Memorandum of Association can be made by following the procedure under section 13 of the Companies Act’2013.
This section is applicable to all companies.
Hold board meeting to recommend the proposal for members’ consideration by passing special resolution.
Give notice of Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
Since alteration of the memorandum is a special business therefore an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
Special resolution: For alteration of any of the clauses of memorandum of association, except the capital clause, consent of members by way of special resolution is required. However, in case of alteration of authorised share capital, consent of members by way of ordinary resolution as stated in section 61 is required.
The company is required to file special resolution passed by shareholders for alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution.
A certified copy of the special resolution alongwith notice and explanatory statement of the general meeting in which resolution is passed and the altered memorandum and articles are to be attached as attachments to the form MGT-14. Copy of approval from the central govt. filed with the registrar in case of change in name and registered office clauses of the memorandum.
Alteration made under section 13 shall not have any effect until it has been registered.
- Convene a Board Meeting to alter the Article of association of Company By giving Notice of at least 7 days.
- Hold the Board Meeting.
- Get Approval to Alteration in Article of Association and recommending the proposal for members’ consideration by way of special resolution.
- Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
- Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date
- All the Directors.
- Auditors of Company
- The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
- Convene a general meeting.
- Check the Quorum.
- Pass Special Resolution.[Section-114(2)]
- Approval of Alteration in AOA.
- The Registrar shall then accordingly register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.
- The alteration shall be complete and effective only on the issue of certificate by
- Incorporate the alteration in every copy of the memorandum.