What is MOA – Memorandum of Association

Memorandum of Association (MOA) of any Company is the foundation of any company which is incorporate. MOA is the constitution of the Company as well it define the scope of powers and rights within which a Company operates. Provisions of Law prevail in case there is any conflict between the Companies Act and Clauses in Memorandum.

Change in Objects clause are the part of Memorandum that define the objectives of the Company for which it is  form. The Company not operate its object clause. In any scenario, no company act against the provisions of its Memorandum, and if it does so, such transaction will be ultra vires and hence void. In case the Company enters into a contract, any arrangement or agreement with any third party, such Memorandum is used as a public document.

Memorandum of Association  made as per the format is give in Table A-F of schedule I of Companies Act 2013. Following Table are used for different kind of companies depending upon its status such as:

                   Contents of MOA

MOA of the Company consists of the following clauses:

Name Clause

This is the first clause in every MOA that  mention the name of the Company with the last word as Private Limited, Limited, OPC Private Limited depending upon the type of Company. Such requirement need not to be fulfill by Section 8 Company.

Registered Address Clause

It is the clause that mentions the name of the state where the Company’s register office is situate.

Object Clause

It specify the objects for which the Company is incorporate.

Liability Clause

It specify the limit or unlimit liability of the members.

Capital Clause

This is the last clause that mentions the Capital of the Company.But Authorize Capital divide into such number of shares  mention by the Company under this clause. Authorized Capital is the amount up to which the Company  raise the fund.

What is change in Object Clause in Memorandum of Association of Company?

A detailed list of activities to be perform by the Company after it is incorporate is mention in Object Clause of Memorandum of Association. Activities to be perform by the Company include in the object clause consist of two parts:

• Main Activity, and
• Activities ancillary to main business

The Company is prohibited from carrying on the business outside the scope of its objects. In this article,and we are going to discuss the object clause and the procedure for its amendment to conduct the business other than the mention objects in its MOA.

The Process to Amend Change in Object Clause of Company’s MOA

In case the Company want to carry on the business which is not mention in its object clause first get it amend to add the additional objects following the secretarial procedure:

Hold The Board Meeting

Send the notice of 7 days to hold the Board Meeting to discuss the following agenda:

Take the approval of directors to amend the object clause of Memorandum.

Fix the date, time and venue to call the Extra-Ordinary General Meeting to get an approval of shareholders for change in object clause.

Approve the notice of EGM along with agenda to be discuss and an explanatory statement as per section 102 of Companies Act 2013.

Conduct EGM

Take the approval of shareholders by a special resolution passed in duly conduct EGM. Such resolution pass by the three-fourth of the majority. In the case of listen companies after passing the resolution, but the Company  send a copy of the resolution and its preceding details to the stock exchange where its shares are listen.But Special Resolution  pass by Postal Ballot in following cases of companies:

• ROC FillingAfter passing the Special Resolution, Company has to file the resolution pass for alternating object clause in MOA with concern Registrar in from MGT-14along with prescribe fee within 3o days of passing such resolution. Following attachments  be annexed with the form:
• Approval By ROCOn receipt of the application, and Registrar scrutinize the same. Upon satisfaction of the correctness of an application, but it  approve the alteration and certify the registration within 30 days of filing a Special resolution.
  

                                               Conclusion

Memorandum of Association (MOA) of any Company is the foundation of any company which is incorporate. MOA is the constitution of the Company  because it defines the scope of powers and rights within which a Company operates. Because Provisions of Law prevail in case there is any conflict between the Companies Act and Clauses in Memorandum.

Objects are the part of Memorandum that define the objectives of the Company for which it is formed.But The Company not operate beyond its object clause. In any scenario, no company act against the provisions of its Memorandum, and if it does so, but such transaction will be ultra vires and hence void. In case the Company enters into a contract,and any arrangement or agreement with any third party, such Memorandum is use as a public document.