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A document which defines the objectives of the company and the activities the company will carry out is the Memorandum of Association (MOA). This document is the charter of the company which is prepared during the formation and registration of the company. The company is bound to take all necessary actions within the framework of the objectives mentioned in MOA.
MOA of the company gives an insight to shareholders, creditors and other stakeholders about their rights and powers of the company. The contents of MOA, gives the idea about investment should be made or not in the company. In case of a private limited company MoA must be signed by at least 2 subscribers , and 7 members must sign MOA 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 which should not be identical to any existing company. In case of a private company, the name should contain word ‘Private Limited’ at the end. If it is a public company, word “Limited” should be added at the end of its name. For example, AXB Private Limited in case of the private, and AXB Ltd for a public Company.
Registered Office Clause: Name of the state in which the company has its registered office is mentioned in this clause. Information about the location of the registered office of the company is to be given within 30 days from the date of incorporation of the company to the registrar office of the company.
Object Clause: Objectives with which the company is formed are mentioned in this clause. These objectives can be further divided into the following subcategories:
Main Objective stating main business of the company
Incidental Objective which are ancillary to the attainment of main objects of the company
Other objectives which are not covered in above (a) and (b) but the company may carry out.
Liability Clause: The liability of the members of the company is stated in this clause. Liability of the members is unlimited in case of an unlimited company, whereas the liability of the members is restricted by the amount unpaid on their shares in case of a company limited by shares. In a case where each member has agreed to certain amount, liability of the members is restricted to the amount agreed by them and this is the case of a company limited by guarantee.
Capital Clause: This clause gives the details of the maximum capital that a company can call for from its shareholders. This is called the authorised share capital of the company. this clause also gives the details of the share capital divided into fixed number of shares having the fixed price of each share.
STEP 1 : Intimation of Board Meeting of Directors
- Notice of Board Meeting is issued to all the directors of company at least 7 days before the date of Board Meeting;
- Agenda of the board meeting is attached;
- Notes to Agenda;
- Draft Resolution for alteration in MOA
STEP 2 : Holding a Board Meeting
- Resolutions in respect of alteration in MOA must be passed in the Board meeting;
- Resolution to Alteration in Memorandum of Association is approved and the proposal for members’ consideration is recommended by way of special resolution;
- Date, time, and venue of the general meeting must be fixed and the director or the or any other person must be authorised to send the notice for the same to the members.
STEP 3 : Issue of Notice of General Meeting
At least 21 days before the date of EGM, notice of EGM shall be given. With the consent of, majority in number along with right to vote in the meeting to 95% of the paid up share capital of the following, EGM can be called on Shorter Notice :
- All the Directors;
- Auditors of Company.
The notice should have the details of the place, date, day and time of the meeting and a statement on the business to be transacted at the EGM should be mentioned.
STEP 4 : Holding General Meeting
- Quorum should be present;
- Auditor shall be present in the meeting, if not, then Leave of absence is Granted or Not;
- Special Resolution should be passed;
- Alteration in MOA should be approved.
STEP 5 : Filing of form with ROC
Resolutions and agreements are filed with the Registrar under section 117 through Form MGT-14. Along with the requisite filing fees. Form MGT-14 is filed within 30 days of passing the special resolution, along with following documents: -
- Certified True Copies of the Special Resolutions with explanatory statement attached;
- Copy of the Notice of meeting sent to members along with all the annexure;
- Copy of the Altered Memorandum of Associations.