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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.
A company has to file special resolution passed by shareholders for alteration of memorandum of association and AOA with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution.
Alteration in the Memorandum of Association can be made by compiling with the procedure laid under section 13 of the Companies Act’2013
Yes, the object clause is part of the Memorandum which must be altered to give the effect of the change of business objective. The said altered MOA shall also be filed with ROC while making an application. Where the Registrar deems appropriate, he may ask for the adoption of new set of Memorandum and Articles in line with Companies Act, 2013.
If the change of name of the company is made due to a change in the main object of the company, both the procedures can be carried on simultaneously. However, as the approval of the government is involved, the period can vary based on the response and time taken by ROC.
The change in name of the company is not necessary in every case. However, where the existing name of the company fails to reflect the new activities or any relations thereto, the registrar may direct to change the name of the company accordingly.
One should make sure that the new object also covers all the ancillary activities to the main object. Also, the name should represent the object correctly even after the change of the object, else the RoC may direct name change.
An application to update business activity is filed within 30 days of obtaining the consent of shareholders (i.e. General Meeting). It must be noted that the approval is obtained before indulging in activities.