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A Memorandum of Association (MoA) represents the charter of the company. It is a legal document prepared during the formation and registration process of a company to define its relationship with shareholders and it specifies the objectives for which the company has been formed. The company can undertake only those activities that are mentioned in the Memorandum of Association. As such, the MoA lays down the boundary beyond which the actions of the company cannot go.
Memorandum of Association helps the shareholders, creditors and any other person dealing with the company to know the basic rights and powers of the company. Also, the contents of the MoA help the prospective shareholders in taking the right decision while thinking of investing in the company. MoA must be signed by at least 2 subscribers in case of a private limited company, and 7 members in case of a public limited company.
Memorandum of Association (MoA) consists of the following clauses :
- Name Clause: This clause specifies the name of the company. The name of the company should not be identical to any existing company. Also, if it is a private company, then it should have the word ‘Private Limited’ at the end. And in case of public company public company, then it should add the word “Limited” at the end of its name. For example, ABC Private Limited in case of the private, and ABC Ltd for a public company.
- Registered Office Clause:This clause specifies the name of the State in which the registered office of the company is situated. This helps to determine the jurisdiction of the Registrar of Companies. The company is required to inform the location of the registered office to the Registrar of Companies within 30 days from the date of incorporation or commencement of the company.
- Object Clause: This clause states the objective with which the company is formed. The objectives can be further divided into the following 3 subcategories:
- Main Objective: It states the main business of the company
- Incidental Objective:These are the objects ancillary to the attainment of main objects of the company
- Other objectives:Any other objects which the company may pursue and are not covered in above (a) and (b)
- Liability Clause:It states the liability of the members of the company. In case of an unlimited company, the liability of the members is unlimited whereas in case of a company limited by shares, the liability of the members is restricted by the amount unpaid on their share. For a company limited by guarantee, the liability of the members is restricted by the amount each member has agreed to contribute.
- Capital Clause:This clause details the maximum capital that a company can raise which is also called the authorized/nominal capital of the company. This also explains the division of such capital amount into the number of shares of a fixed amount each.
STEP 1 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 2 Hold a Board Meeting
- At the Board meeting, the given resolutions in respect of alteration in MOA must be passed.
- Get Approval to 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 3 Issue Notice of General Meeting
Notice of EGM shall be given at least 21 days before the actual date of EGM. EGM can be called on Shorter Notice with the consent of at least 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.
- 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 4 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 5 Filing of form with ROC
File Form 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, 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.