Change in MOA/AOA/Registered office

The Memorandum of Association(MOA) is considered as charter Document of the Company. Change in Memorandum of Association is a lengthy and extensive procedure while making any alteration in the MOA due care to be taken.

For alteration of any of the clauses of MOA, 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.

Procedure for Change of  Memorandum of Association:

STEP – I: Convey Board Meeting of Directors:

Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
Attach Agenda
Notes to Agenda
Draft Resolution

STEP –II: Held Board Meeting:
At the Board meeting, the Board resolutions shall be passed in respect of alteration in MOA
To obtain Approval for Alteration in Memorandum 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

STEP- III: Issue Notice of General Meeting:

Notice of EGM shall be given at least 21 days before the actual date of EGM.

EGM called at Shorter Notice

EGM can be called on Shorter Notice with the consent of atleast majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting:

-All the Directors.
-Members
-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.

STEP- IV: Hold General Meeting:

Check the Quorum.
Check whether auditor is present, if not. Then Leave of absence is Granted or Not.
Pass Special Resolution.
Approval of Alteration in MOA. 

STEP- V: Filing of form with ROC:

File Form MGT-14 within 30 days of passing the special resolution, along with given documents:-
Certified True Copies of the Special Resolutions along with explanatory statement;
Copy of the Notice of meeting send to members along with all the annexure;
A printed copy of the Altered Memorandum of Associations.

What are the items covered under the Companies Act, 2013 required to amend the MOA of the Company?

The items which are covered under the MOA for alteration are as under:

*Change in Object Clause
*Alteration of Share Capital
*Shifting of Registered Office
*Change in name of the Company
*Change in the liability of Members of the Company
*What are the items covered under the Companies Act, 2013 required to amend the Article of Association of the Company?

The items which are covered under the AOA for alteration are as under:

*Conversion of private to Public Company
*Conversion of Public to Private Company
*Change in name of the Company
*Any other amendment as and when required, if any.

DOCUMENTS REQUIRED

*MOA
*Board Meeting for change in MOA
*Notice of EGM
*Certified True copy of Special Resolution
*Altered Memorandum of Association

AOA

*File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution

*Certified True Copies of the Special Resolutions along with explanatory statement;
*Notice of EGM
*Copy of the Notice of meeting send to members along with all the annexure;
*A printed copy of the Altered Article of Associations.

Procedure for change of AOA

*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.
-Members
-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.