Memorandum of Association serves or acts as the constitution of the company. It is a legal and most significant document that is a part of the formation and registration process of a Company. Fundamental conditions, based on which the company is permitted to operate are mentioned in the MOA. Moreover, MOA aims to define the company’s relationship with shareholders as well. The Memorandum of Association needs to be filed with the Registrar of the Company.
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The best part about Memorandum of Association is that it is easily accessible and approachable by the public. MOA has all the necessary or required components which are of great importance to the public such as company’s name, physical address of the registered office along with the names of shareholders and the distribution of shares. In the case of a Public Company, at least seven persons are required to subscribe to MOA whereas in a Private Company, at least two persons are required to subscribe to the memorandum.
What Purpose does a Memorandum of Association Serve ?
MOA serves two main purposes that are listed below for your reference
- MOA aims to guide the intending shareholder so that he/she can scrutinize the extent to which the investment of his capital shall be put into the risk.
- MOA aims to guide and provide information about the company to all the investors who consider entering in the contractual relation with the company.
How to Change the Main Object of the Company- Companies Act 2013
Object of the Company refers to the objectives for which a particular company is registered. Memorandum of Association contains the object of the company. Thus, in order to change the Object of the Company, the object clause of MOA needs to be changed. Object of the Company can be changed according to the provisions of the Companies Act, 2013.
It is created and filed with Registrar of Companies at the time of incorporation of company. As the business diversifies, it needs to add a new business line to its main object clause. Thus, the need arises for the Change in the Object of the Company.
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Simple Steps to Change the Object in Memorandum of Association
- Firstly, the notice has to be issued for calling the Board Meeting
- Secondly, the notice to call general meeting to be issued on behalf of the company to all the members, auditors and directors. The notice should be approved by the board.
- Extra ordinary general meeting to be held on the due date which is mentioned in the notice to pass special resolution that comes under Section 13 (1) of the Companies Act, 2013
- Certified copy of special resolution in a company letterhead accompanied by necessary documents is to be filed. It is to be done for the purpose of alteration of MOA. The certified copy of special resolution has also to be filed with the registrar of the companies in form MGT14 within 30 days from the date of passing special resolution. The necessary documents that need to be filed with the certified copy of special resolution in a company letterhead are mentioned below:
- Notice of calling extra ordinary general meeting
- Altered MOA with the changed object clause
As Memorandum of Association contains in itself the significant conditions that need to be taken into consideration in order to conveniently establish or incorporate a company, it is wise to take great care that every individual looking forward to give a physical form to his/her idea should rely upon the professional and experienced Company Registration Consultant so that you can be given guidance in right direction.
