What is Memorandum of Association of Company?
It is referred as the constitution or charter of a company, a memorandum is an essential document for the incorporation of a company.it is a document which is formulated by the founder and signed by the founder members on the registration and establishment of a company.
Changes to memorandum of association can be done through special resolution at the shareholders meeting. It is a complex procedure therefore professional care must be taken during the procedure.
Alternation of Name in MOA
The application of the name change along with the special resolution is filed with the MCA. Upon the approval from the MCA, new certificate of incorporation is issued. The whole process of name change takes approximately 90 to 100 working days.
Change of Registered office
As the company grows, it might want to shift its registered office to some other location due to the greater scope. A company can perform this function by notifying and getting approval from MCA and ROC. The procedure depends on certain situations:
- If the registered is being shifted from one address to another within the limits of the same city or jurisdiction of the ROC.
- If the registered office is being shifted from one city to another within the same state under different ROC.
- One of the notable condition is when registered office is being shifted from one state to another.
Alteration of Objects clause
Here you need mention the change of the objective and further necessary matters of the company.
Alteration in Capital clause
Change in the authorized share capital of the company can be done by passing of an ordinary resolution in a general meeting. Alteration of capital may relate to sub division of the shares, consolidation of the shares and conversion of shares into stock and annulment of unsubscribed capital.
Alteration in Liability clause
This clause can be changed to make the liability of the directors unlimited. It can be modified by passing special resolution. A copy of the resolution should be filed with the registrar within a period of 30 days.
Subscription of memorandum
Subscribing is the process of appending one’s signature or mark to a document, for the purpose of approval or attestation of its contents. So it is necessary for founding members to subscribe their names to the memorandum.
What are the particulars to be mentioned in MOA?
- Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.
- Name of the father/mother.
- Date of Birth
- Place of Birth.
- Educational qualification.
- Income-tax permanent account number.
- Permanent and current address.
- Email address.
- Contact number.
- Fax number (optional).
- Two ID proofs, out of which PAN card is mandatory.
- Any residential proof, not older than two months.
- Proof of nationality, if the subscriber is a foreign national.
- If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.