Topic: Alteration of MOA Prepared by:

by CS Tushar Pahade
Subject: Company Law Ms. Riddhi Verma
`
Contact 9881844466 or Visit cstusharpahade.com for more details on Video Lectures of CA & CS

Procedure for Alteration of Memorandum

Change of Registered
Change of Name Of A Co. Sec. 13 Office
ffice Sec. 12
Approval of C.G is not required if change in only of
addition/deletion of word private to the name
name.

i) Procedure
1. Board Meeting.
Change of R.O. from one state
2. Application to ROC in e-form RUN RUN, for New Name. One city to another in same One city to another with
Within local limit of to another.
3. After confirmation from ROC (within 60 days) call state and same ROC change of ROC jurisdiction in
same town
another board Meeting- same state e.g. Maharashtra to Punjab.
a) Note New Name. A) E.g. Ravi Nagar to A) E.g. Nag. To Pune state
b) Decide date, day & time of Gm. i) BM – BR A) E.g. ROC of Pune to ROC of o Requirement
Ramdaspeth.
c) Approve the Notice for GM. i) BM - BR. ii) GM - SR Mumbai
A) SR in GM.
d) Authorize to issue Notice. ii) Notice to ROC in iii) File Form MGT-14
MGT with i) SR in GM.
B) Confirmation by NCLT in
4. Issue Notice to members, auditors, Directors, Clear 21 form INC-22
INC within ROC in 30 days of SR.
SR ii) Form MGT-14 14 with ROC in
Form INC-28
days. 30 days.
days iv) After change of R.O. notice 30 days
─ Satisfy following
5. If listed co.→ 3 copies of Notice designated to stock iii) Issue general notice to ROC of New location in iii) SR confirmed by RD. in
condition.
exchange. iv) If listed-
listed inform form INC-22 within 30 INC-23
 Sufficient notice to deb.
6. Hold General Meeting → pass SR stock exchange days. iv) Confirmation must be
holder, person or class
7. If listed, file a copy of preceding to DSC v) Statutory Authority v) Again no alteration in filed to ROC in form INC-
INC
interested to Affected.
8. SR & Explanatory statement file le within 30days MGT-14 to be informed MOA. 28 within 60 days
 For creditor either
to ROC. vi) Issue general notice v) Registrar registered same
within 30 days. - His concert.
9. File form INC-24 24 for CG approval ( authority delegated vii) If listed co.→
→ SR by Postal
vi) Again no alteration of - Discharged his
to ROC) Ballet rather than at GM.
GM
MOA. claim.
10. On receipt of the CG approval issue fresh COI by ROC in - Or secured.
Form INC-25
 Need to alter MOA.
11. Issue general notice in newspapers informing all Rectification of Reason
concernedPuneabout
to Mumbai
such change. name Form MGT-1414 with SR +
12. Correct all records
ords with new name. explanatory statement
13. Following documents to be given to ROC It co. is If C.G So direct sec. 16
 Certified copy of MOA & AOA. registered with
identical/simil A) After order of CG Change
 Certified copy of Audit A/CS for last 2years. A) If registered proprietor of trademark apply to
ar name of any name Within period of 3
 Certified Approval of ROC for Name CG for name is identical or too resemble
existing. months from
om date of pass
availability. within period 3 years from the date of
OR in GM
 Certified copy of SR & ROC Receipt of e-form incorporation or name change.
B) Give notice to ROC within
MGT-14 B) Co. change name by passing OR within period
15 days from such change
 Reason for change. of 6 month form the direction made by CG.
along with order of CG
 Treasury challan/draft evidencing payment. C) Procedure: Same as of change in Name.
Name
 Topic: Alteration of MOA Prepared by:
by CS Tushar Pahade
Subject: Company Law Ms. Riddhi Verma
`
Contact 9881844466 or Visit cstusharpahade.com for more details on Video Lectures of CA & CS

Procedure for Alteration of Memorandum

Procedure for All the 3 changes is Alteration of OBJECT CLAUSE Alteration of LIABILITY CLAUSE Alteration of CAPITAL CLAUSE
almost same.
 Conduct Board Meeting and A) In general not possible A) Sec 61.
1. Convey B. Meeting –Again same pass required resolutions for B) But sec 18 → unlimited co. can be B) If AOA authorizes
four topics. arranging General Meeting. registered as ltd.co. C) A company, limited by shares.
2. Issue of Notices to members, auditor
auditor,  Issue notice of General C) In this everything will be same but D) May alter capital clause.
direction. Meeting to all members, liability of members will be converted E) By passing an OR in GM.
3. If listed, 3 copy of Notice to SE. auditors and directors. to ltd. F) After O.R. Notice to be filed with
4. Hold meeting→ → Pass Resolution  Hold general meeting and ROC in Form- 5 within 30 days.
(special one). pass SR only through postal
5. If listed → file a copy of proceeding ballot.
of meeting with SE.  Send to stock exchange, copies
6. SR + explanatory statement → with of proceedings of the meeting.
ROC in MGT--14 within 30 days  File
ile a copy SR with ROC. in
7. Public notice in Form No. MGT-14
MGT within 30
 English Newspaper days
days.
Every alteration of articles shall be filed with the Registrar together with a
 Vernacular language  Along with private copy of
printed copy of the altered articles within
wit a period of fifteen days. [Sec.
8. Application in e-formINC-23, → to MOA.
14(2)]
RD for confirmation With following  Within
ithin one month ROC must
Docs. register & certify the same. A company may alter its articles in any of the manners mentioned below:
 MOA &AOA.  Affective date of alteration
A) By adoption of new set of articles;
 Audited A/CS →Date
Date of Registration by
ROC. B) By addition/insertion of a new article;
 Notice of GM.
C) By deletion of an article;
 SR.
D) By amendment of a specific article; or
 Minute of GM.
E) By substitution of a specific article
 Newspaper advertisement
 Bank challan /Bank Draft. Procedure for Altering Articles of Association
9. RD will give confir
confirmation within 4
F) Convene and hold a Board meeting
weeks.
G) Notice of Meeting send stock exchanges.
10. File form INC--22with both ROC’S
H) Issue notice of the general meeting along with the explanatory statement,
within 30 days of RD confirmation.
I) Hold GM pass SR
11. File copy of RD confirmation with
J) File with the ROC, Form MGT – 14 within fifteen days
ROC within 2 months
12. ROC will register the file docs & will K) Make necessary
ary changes in all the copies of the articles of association.
association