MOA AMENDMENT

MOA is an acronym which is used for Memorandum of Association. MOA is a document of company which contains all fundamental information about the company. It consists of 5 clauses which are Name clause, Object clause, situation clause, capital clause and liability clause.

For any changes that have to be make in MOA you will have to pass a special resolution at a general meeting. Changes can be made to any of the clauses or additional information like company registration, address change, liability changes etc.

Some of the conditions when alterations to MOA would be needed are as follows:-

Change of Name in MOA
Any changes to the name of the company would require the company to call a general meeting and therefore pass a special resolution. In this case, if the name change of a company which is a private limited company or a public limited company wont require any authorization from the central government. However, every company except private and public would need permission from central government. Moreover, the central government also has the right to reject your name change if it's the same or similar to an existing entity.

Change of Registered Office – State to State
Whenever a company opts to change their registered office from one state to another, they would have to alter the MOA as well. At the same time, an EGM has to be called for by all shareholders and a special resolution should be passed for the change in registered office. The same with the required documents should be filed with the registrar of both the states.

Change of Objects Clause
changing the object clause is quite easy when it comes to private limited companies. But that is not the case where funds were generated from the public. In such cases, a special resolution would be required for changing the object clause. And the the same would need to be published in the newspaper, one in vernacular language and the other in English language. Since changes are made to the object clause, a chance should be given to shareholders who wish to exit.

Changes of Liability Clause
Just like any other clause, a special resolution has to be passed to change the liability clause. The liability clause is usually changed to make the directors liability unlimited, however you can't make the liability of shareholder unlimited. A copy of the special resolution passed in the meeting should be filed with registrar within 30 days from the day of passing that resolution.

Changes to Capital Clause
Changing the capital clause is an easy process but for this as well you need to pass an ordinary resolution in a general meeting. The usual alteration of capital is done for Further division of shares, Merging of the shares, Converting shares into stock and unsubscribed capital's annulment.