Memorandum of Association Alteration of Memorandum Alteration Of

Memorandum of Association Alteration of Memorandum

Alteration Of Memorandum 1. Change In Name: • Alteration by a special resolution • With the prior approval of the central government • By ordinary resolution, within six months of directions in case the name is too identical to existing trademark. • Intimate the new name within 15 days to the registrar. • In case of failure to comply, a fine of Rs 1000 per day to company and Rs 5000 -100000 to every officer • Issue of fresh Certificate of Incorporation

Alteration Of Memorandum 2. Change In Registered Office: • From the Jurisdiction of one ROC to the other within state – Confirmation by the regional director – Confirmation communicated within 30 days by regional director. – Confirmation filed with the registrar within 60 days along with altered MOA – The registrar registers it within 30 days

Alteration Of Memorandum • Change from one state to the other state – Special Resolution – Confirmation from the Company Law Board – Consent of the affected parties – Certified copy of the order to be filed with the registrar of each state • Altered MOA registered within 30 days

Alteration Of Memorandum • Effect of Failure to Register – In case of failure to comply with the provisions, and in case the documents are not filed within the prescribed period, the alteration becomes void and inoperative.

Alteration Of Memorandum 3. Alteration of Objects: The alteration of objects is subject to – Substantive Limits – Procedural Limits

Alteration Of Memorandum Substantive Limits: A special resolution is passed to enable the company to • Carry business more economically and efficiently – A company was formerly forbidden by the articles from paying remuneration to its managers wanted to alter the object clause so as to acquire the power to pay remuneration to carry on its business more economically and efficiently

Alteration Of Memorandum • To attain purpose by new and improved means • To enlarge local area of operations – A company was formed to acquire land in Egypt, wanted to alter its memorandum to take power to acquire land in Sudan. Held, the alteration could be made provided the company inserted the words ‘and Sudan’ along with the name ‘Egyptian Delta Land & Investment Co’ • To carry on some business which can be advantageously combined in the MOA

Alteration Of Memorandum Procedure of alteration: • Special Resolution is passed • Copy of special resolution to be filed within 1 month from the date of special resolution • Certification of registration is given within 1 month

Alteration Of Memorandum 4. Change in Liability Clause: – The Liability clause cannot be changed to add to the liability unless all members agree in writing to such change 5. Change in Capital Clause: