Can the MOA and its clause be altered? Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting . Changing the MOA of a company is a complex and extensive procedure, hence due to professional care must be taken during the procedure.
How do you change the clause of a Memorandum of Association?
Alteration of Memorandum of Association
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 object clause of Memorandum of Association be altered?
Object Clause of Memorandum of Association of a Company can be altered by passing special resolution and complying with other prescribed conditions .
Which clause of Memorandum of Association Cannot be altered?
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.
Can we alter MOA?
The Changes to the Memorandum of Association can be effected through a special resolution at the shareholders’ meeting . The process of changing the MOA of the company is a complex and extensive procedure, it is necessary to take professional care must be taken during the procedure.
Can Articles of Association be altered?
A company can go for an alteration of its articles after its incorporation as may be necessary for its management . Section 14 of the Companies Act, 2013 contains the provisions for the alteration of the Articles of Association of a company.
How do you amend 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.
Is it mandatory to alter MOA as per Companies Act 2013?
First of all there is no need to change the MOA under the new act . It is the constitutuion of the Company and it cannot be altered. THere is no need to delete other objects of the company from the exisiting MOA. Only a company registered under the new act is required to follow the format prescribed under the Act.
What are the limitations on the power of a company to alter its Memorandum?
Any act of the company which is Ultra Vires the Memorandum is wholly void and cannot be ratified even by the whole body of shareholders. Any act which is Ultra Vires the Article, but Intra Vires the Memorandum, can be ratified by the shareholders by passing a special resolution. The Memorandum cannot be altered easily .
In what circumstances can the articles of association not be altered?
The articles cannot be so altered as to increase the liability of a member to contribute to share capital or otherwise to pay money to the company without his consent ; and a special resolution altering articles may be impeached if its effect is to discriminate between the majority of shareholders and the minority ...
Can articles of association override memorandum of association?
As per Section 6 of Indian Companies Act 2013 Memorandum and Articles of a Company can override . Provision in the Indian Companies Act 2013 regarding Act to override Memorandum and Articles of Company is as under.
Under which section one can alteration of Memorandum?
If the company itself wants to change its name, then this alteration in the name clause of Memorandum will come under clause Section 13 . Whereas for any kind of rectification in the name of the company, then the alteration will come under clause section 16 which requires approval from the Central Government.
What are articles of association How can they be altered?
Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way , only if it wants. To alter the Article of association of Company By giving Notice of at least 7 days. At the Board meeting, the given resolutions in respect of alteration in AOA must be passed.
What necessary alterations are to be made can be made to the MOA AOA of the company?
Therefore the situations under which the MOA needs to be altered are: Change in the name of the Company. Change of registered office of the Company. Change in Object Clause of the company .
Can the articles be altered to go beyond the provisions of memorandum?
A company can wield its power to alter articles subject to certain limitations or restrictions. They are as under: Any alteration in the articles cannot result in the exercise of powers by a company in excess of what is contained in its memorandum .
What happens if a company breaches its articles of association?
In general, an action for breaching a company’s articles of association will result in that action being invalid . On the other hand, a breach of a shareholders’ agreement gives rise to contractual remedies, such as damages or specific performance.
Can name clause be altered?
If a company is deciding to change its name then, it leads to the Alteration of Name Clause in the Memorandum of Association. It is dealt with Section 13 of Companies Act, 2013. All 6 clauses of MOA of a company can be changed merely by passing Special Resolution .
What are the clauses of Memorandum of Association?
- Name Clause.
- Domicile Clause.
- Objects Clause.
- Liability Clause.
- Capital Clause.
- Subscription Clause.
What is object clause in Memorandum of Association?
Historically, companies were required to include an Objects clause in their Memorandums of Association. This clause sets out the purpose of the company and listed the activities that the company was able to undertake .
