When can a Memorandum of Association be altered?
A company may alter the provisions of its memorandum by passing a special resolution and after complying with the procedure specified in the Act, (Sec. 13).
Can you amend the memorandum of association?
Generally, since the Companies Act 2006 was introduced the memorandum of association cannot be altered and is a purely historical document. A memorandum of association is filed with Companies House along with the company’s articles of association during the formation of a company.
What is the procedure of alteration of MOA and AOA?
Process of Changing the Articles of Association – A notice needs to be issued for conducting a Board Meeting at least 7 days prior to the meeting. A special resolution is passed at the Board Meeting with the consent of the members for making changes in the Articles of Association.
How the alteration can be made in the article of association?
A company may modify, delete or add any article in the following manner: Meeting of the Board of Directors: The company has to convene a meeting of the Board of Directors. All the directors must be served seven days’ notice of the board meeting. The board has to recommend the proposed alteration to the members.
Which clause of Memorandum of Association Cannot be altered?
the Liability Clause
Alteration to the Liability Clause: The Liability clause of the memorandum cannot be altered except with the written consent of all the members of the company. By altering the liability clause, the liability of the directors of the company can be made unlimited.
What is Memorandum of Association What are its contents when and how it may be altered?
Memorandum of association is the document which contains the rules regarding constitution and activities and objects of the company. It is fundamental charter of the company. It is the first step in the formation of a company. …
How can alteration memorandum be made?
Shifting of the registered office from one state or UT to another state –
- Copy of MOA (Memorandum of Association) with proposed alterations.
- A copy of the details of the general meeting at which the resolution authorizing such alteration was passed.
- A copy of Board Resolution or Power of Attorney.
How do you change memorandum and articles of association?
Change Memorandum and Articles of Association To make the necessary modifications you will need to hold a meeting of the directors and pass a Special Resolution. The signed resolution should be returned to Companies House along with replacement or amended copies of the Articles where necessary.
What alteration in the clause of the Memorandum of Association of public limited company are permitted by the law?
special resolution
According to Section 13, the company can alter the clauses in the memorandum by passing a special resolution. A resolution is a formal decision taken in a meeting.
How do you change a company’s article of association?
To change your Articles at a shareholders meeting, the directors need to call a general meeting of the shareholders, circulate the proposed special resolution, hold the general meeting and get the required 75% approval. You then send the new Articles and copy of the special resolution to Companies House.
What is Memorandum of Association What are its contents when and how it may be altered *?
How do I change a company’s memorandum and articles of association?
Can a company make changes to its Memorandum of association?
Companies may need to bring changes in the clauses of the company, for which alteration of Memorandum of Association is required. The MOA of a company outlines the company’s name, the physical address of registered office, names of shareholders, and distribution of shares.
What are the clauses in Memorandum of association?
Memorandum of association must mandatory consist of following clauses as per the Companies act: – Name clause must denote the name of company. Any name can be chosen by company with condition that it should not be similar to other company’s name which are already registered.
How to register alteration of Memorandum of incorporation?
Registration of alteration: A certified copy of the order of the central government shall be filed by the company with the RoC along with the printed copy of the altered memorandum within three months from the date of the order.
How to alter object clause of company memorandum?
The altered memorandum should be filed with registrar of both states from where company is moving and where it has moved. A special resolution is required to be passed by company for altering the objects clause. Following are the reasons for which objects clause is altered by company: For enlarging or altering local area of operations by company.