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MOA Amendment

About MOA Amendment of Public Limited Company

MOA Amendment of Public Limited Company ensures that the company’s foundational document reflects its current business operations, capital structure, or other significant changes. This may include altering the company’s objectives, increasing or reducing share capital, or changing its registered office. The amendment requires approval from the company’s shareholders and filing with the relevant authorities to ensure legal compliance. Amending the Memorandum of Association (MOA) of a Public Limited Company involves several formal procedures and requires compliance with relevant provisions of the Companies Act, 2013 in India (or equivalent laws in other countries).
                                                      At  Legal Helpzyn, we offer expert assistance in amending the MOA of Public Limited Companies. We handle everything from drafting resolutions to filing with the ROC, ensuring compliance with the Companies Act, 2013. Trust us to manage your MOA amendment efficiently and legally.

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    Amendments to the MOA may be required for various reasons, including:

    • Change in Name: The company may decide to change its name.
    • Alteration of Objectives: Changing the scope of business or adding new activities.
    • Increase or Decrease in Share Capital: To increase or reduce the authorized capital.
    • Change in Registered Office: Shifting the office to another location.
    • Change in Liability Clause: If the liability of members is to be modified.
    • Change in Subscribers: If there is a change in the initial subscribers or their shareholding.

    To amend the Memorandum of Association (MOA) of a public limited company, the following documents are required:

    1. Board Resolution: Approving the proposed amendments.
    2. Special Resolution: Passed by shareholders in a general meeting (requires 75% majority).
    3. Amended MOA: Showing the changes made, signed by directors.
    4. Form MGT-14: Filing the special resolution with the ROC.
    5. Form SH-7: If the amendment involves a change in share capital.
    6. Form INC-22: If the registered office address is changed.
    7. Certified True Copy of the Special Resolution: Certified by the company secretary.
    8. Approval Documents: For changes in the object clause or name (e.g., approval from authorities if needed).

    Some amendments to the MOA require additional considerations:

    • Change in Name: If the change in name is due to certain reasons like similarity with an existing company, approval from the ROC or other regulatory authorities might be required.
    • Alteration of Objects: If the object clause is being altered to include new business activities, the company may need to obtain a Special License from relevant authorities, especially if it deals with regulated industries (e.g., banking, insurance, etc.).
    • Increase in Share Capital: The company must pass a resolution to increase the share capital and file the necessary forms with the ROC.

    Procedure for Amending the MOA

    • A resolution must be passed by the board of directors of the company authorizing the amendment of the MOA.
    • The resolution should specifically state the clauses to be amended and the proposed changes.
    • A special resolution is required to be passed by the shareholders of the company. This must be done through a general meeting.
    • A special resolution means that at least 75% of the members voting in favor of the resolution.
    1. After the special resolution is passed, the company must file the amended MOA with the Registrar of Companies (ROC).
    2. This is done by submitting the Form MGT-14 along with the following documents:
      • A copy of the special resolution passed by the shareholders.
      • A copy of the amended MOA, with the specific changes highlighted.
      • A certified copy of the board resolution.
    • The ROC will review the documents and, if everything is in order, will approve the amendment.
    • If the amendment is approved, the ROC will issue a certificate of registration.

    The company must also file the amended MOA with the Registrar of Companies in a prescribed manner (using Form 20B or other relevant forms depending on the nature of the change).

    Consequences of Failing to Amend the MOA

    • If the company fails to amend the MOA or follow the correct procedure, it can face penalties under the Companies Act, 2013.
    • Additionally, the changes made in the MOA will not be legally effective until approved by the ROC.

    How we work

    1.png

    Fill the form & pay the required charges.

    2

    Receive a call from our CA experts

    3

    Upload the documents as per the request

    4

    The expert will prepare the MOA amendments and request your approval.

    5

    Submit Form MGT-14 to the ROC and process the MOA amendment.

    Post-Amendment Compliance

    After the MOA amendment is approved, the company should ensure the following:

    • Update its share certificates and register of shareholders if there is a change in the capital structure.
    • Modify any agreements, contracts, or other legal documents to reflect the changes.
    • Inform creditors, stakeholders, and regulators as required.

    Frequently Asked Questions (FAQs)

    Companies amend their MOA for several reasons, such as:

    • Change of name.
    • Increase or decrease in authorized capital.
    • Change in the registered office.
    • Alteration of business objectives (adding or changing the scope of activities).
    • Modification of liability clauses.

    The process typically includes:

    • Board resolution: Approving the proposed amendments.
    • Special resolution: Passed by shareholders in a general meeting (requires a 75% majority).
    • Filing forms with ROC: Submit Form MGT-14 and Form SH-7 (if capital is changed).
    • Approval from ROC: The ROC reviews and approves the amendments.

    The required documents include:

    • Board resolution authorizing the amendment.
    • Special resolution passed by shareholders.
    • Amended MOA (with changes clearly highlighted).
    • Form MGT-14 (for the special resolution).
    • Form SH-7 (if altering share capital).
    • Form INC-22 (if changing registered office).
    • Certified copy of the special resolution.

    A special resolution must be passed by at least 75% of shareholders present and voting at a general meeting. It requires a notice to all shareholders in advance.

    The process typically takes 1-3 weeks, depending on the complexity of the amendments and the responsiveness of the company’s management and ROC.

    No, a special resolution passed by shareholders is required to amend the MOA.

    Yes, a company can amend its object clause to alter or expand its business activities. However, it may need approval from relevant authorities depending on the nature of the new business activities.

    If the amendment is not filed within 30 days from passing the resolution, the company may face penalties or non-compliance issues with the RoC.

    Yes, after the amendment, the company must inform relevant parties, such as banks and regulatory authorities, about the changes made.

    Yes, a company can change its name by altering the name clause in the MOA. The company must first reserve the new name with the ROC and then pass the special resolution.

    While it is not mandatory, it is advisable to seek assistance from a Company Secretary or legal professional to ensure that the amendment complies with the Companies Act and other relevant regulations.

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