Procedure for Change in Liability Clause of Memorandum of Association (MOA)

Khushboo Sharma

Khushboo Sharma

Published on: Oct 11, 2023

Darshi Dave

Updated on: Nov 16, 2023

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Introduction:

Memorandum of Association (MOA) is a vital document which is prepared during the formation of a Company, which defines the relationship between such Company and its members and also, the objectives for which such Company is formed. Such Memorandum of Association (MOA) shall have the following information:

1. Name of the Company with last words “Limited” or “Private Limited”, for Public Limited Company or Private Limited Company, as the case may be
2. State in which its registered office is situated
3. Objects for which it is proposed to be incorporated and any matter considered necessary in furtherance thereof
4. Liability of its Members, whether limited or unlimited
5. Amount of share capital, division thereof into shares of fixed amount, number of shares subscribed, etc., in case of Company having share capital
6. Name of the nominee, in case of One Person company.

The liability clause of the Memorandum of Association (MOA) which specifies the liability of the members of the Company, whether it is limited or unlimited or limited by shares or guarantee can be amended in accordance with the provisions of Section 13 of Companies Act, 2013.

Applicable Provisions:

1. Section 13, 15, 96, 100 and 173 of Companies Act, 2013
2. Regulation 30, 44 and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mandatory Requirements:

1. Approval by the members of the Company by way of passing Special Resolution in a duly convened General Meeting for amending the liability clause of the Memorandum of Association (MOA).
2. No alteration made in Memorandum shall have any effect until it has been registered by the Registrar.

Procedure:

1. Convene a Meeting of Board of Directors [As per section 173 & SS-1]
   The Company shall convene a Meeting of its Board of Directors to pass a Board resolution for the following:
   • to consider and approve the proposed alteration in the Liability Clause of the Memorandum of Association (MOA) subject to Members’ Approval in the General Meeting
   • to delegate authority to Company Secretary or any one director of the Company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the proposed amendment.
   Please refer to the Procedure for Conducting Board Meeting for further details.
2. Obtain Shareholders’ Approval [Section 96, 100 & SS-2]:
   The liability clause of the Company can be altered subject to the receipt of approval from its member’s by passing a special resolution in a duly convened General Meeting or by passing a resolution by Postal Ballot.
   Please refer to the Procedure for Conducting Extra Ordinary General Meeting and Procedure for Passing of Resolution by Postal Ballot for further details.
3. File Form MGT-14 with ROC:
   The Company shall file a copy of the Special Resolution passed in its duly convened General meeting in Form MGT-14, within 30 days of passing such resolution along with the requisite documents and fees, with the Registrar of Companies (ROC).
4. Intimation to the Stock Exchange about Board Meeting and General Meeting [Regulation 30(6), 44(3) and 46(3)]:
   • Listed Entity shall disclose about all the material events or information as soon as reasonably possible, but in any case, not later than the following:
     • 30 minutes from the conclusion of the Board Meeting in which decision pertaining to such event or information has been taken
     • 12 hours from the occurrence of such event or information, in case such event or information emanates from within the listed entity
     • 24 hours from the occurrence of such event or information, in case such event or information is not emanating from within the listed entity
   • Listed Entity shall submit to the Stock Exchange, within 02 working days of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board
   • Listed Entity shall update any change in the content of its website, within 2 working days from the date of such change in content.
5. Certification by ROC:
   After receiving MGT-14 and on being satisfied with all the details, the Registrar shall register the new clause and certify the registration within 30 days from the date of filing such Special Resolution.
6. Alteration of Memorandum to be Noted in Every Copy [Section 15(1)]:
   Every alteration made in the Memorandum of Association (MOA) of the Company shall be noted in every copy of the MOA.