Memorandum of association - MOA amendment in company law

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Memorandum of Association - MOA Amendment in Company Law

The Memorandum of Association or MOA is the document with a collection of clauses that defines the scope of a company. The MOA is drafted and submitted at the time of incorporation of the company.It defines the company's constitution, the rights of its members, and the relationship between both of them. Any change in different situations may require alteration in the MOA, which can be done by passing resolution.

Alteration Requiring MOA Amendment

  • Name Clause : name change of the company.
  • Object Clause : change of the objective and further necessary matters of the company.
  • Registered Office Clause : change of location of registered office of a company from one state to other across different ROC.
  • Capital Clause : change in the authorized share capital of the company.
  • Liability Clause : alteration in the liability of the members of the company.

Procedure for Memorandum of Association- MOA Amendment

  • Convene the Board Meeting of Directors with the agenda of suggesting alteration in the MOA and drafting the resolution. Decide upon the date, time and venue for holding the Extraordinary General Meeting and issue notice to all the members 21 prior to the date of EGM.
  • In the EGM, pass the special resolution and get approval for alteration in the MOA of company.
  • Fill the form with ROC notifying the MOA Amendment within the 30 days of passing the special resolution.
  • The documents required while filing the MOA Amendment with the Registrar includes: certified true copy of special resolution, copy of notice of EGM, printed copy of Altered Memorandum of Association.

The filing of MOA Amendment with the ROC takes around 10-15 days, depending upon the government processing. Jain Divya & Associates can help you in understanding MOA, drafting the altered MOA and filing the MOA amendment with the ROC. Schedule an consulting session with Jain Divya & Associates to know more about corporate compliances, company registrations and tax filings.

Our Role in MOA Amendment Filing

  • We study the existing MOA and understand the background of the company. Depending on the situation, figure out the clauses requiring alteration.
  • We help you draft the resolution for the EGM.
  • Further, we help you draft the Altered Memorandum of Association.
  • Thereafter, we help you file the MOA Amendment with ROC along with all the necessary documents.

FAQS on Memorandum of Association- MOA Amendment

  1. What is a Memorandum of Association?

    Memorandum of Association is a legal document prepared during the formation of a Company and it outlines the company's objectives , scope and purpose on which the company is formed.

  2. How often should a company review its MOA?

    Regularly reviewing the MOA is crucial for companies, especially during significant shifts in business goals or market conditions. This ensures the document stays aligned with the company's strategies and objectives.

  3. What are the types of memorandum of association ?

    There are different forms of MOA they are -
    • Table A - Company limited by shares
    • Table B - Limited company by guarantee with capital
    • Table C - Share Capital-Based Company Limited by Guarantee
    • Table D - Without share capital, an unlimited company
    • Table E - Any number of companies with shares

  4. Is the registration of the Memorandum of Association- MOA Amendment mandatory?

    Yes, registering the Memorandum of Association is a compulsory step for a company during the incorporation process.

  5. How can moa be altered in company law?

    The MOA can be altered in company law through a formal process obtaining approval from shareholders and, when required, consent from regulatory authorities.