Memorandum of Association Amendment

Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company, state of incorporation, type of company, capital clause, liability clause and more. Changes to Memorandum of Association of a company are required while changing name of a company, changing registered office from state to state. alteration of objects clause, alteration of capital clause or increase of authorised capital. Changes to the Memorandum of Association of a company would require the passing of a special resolution and shareholders consent.

AK JHA & CO. is the leading business services platform in India, offering a variety of services like company registration, trademark filing, GST registration, income tax filing and more. AK JHA & CO. can help you amend Memorandum of Association of a company. The average time taken to file for complete a Memorandum of Association amendment is about 10 – 15 working days, subject to government processing time and client document submission. Get a free consultation on procedure for amendment of memorandum of association by scheduling an appointment with an AK JHA & CO. Advisor.

Major Clauses in Memorandum of Association

Objects Clause

Changes to the object clause of a private limited company can be effected easily with minimal hassles. However, changing the objects of a company that has raised money from public will require a special resolution. Further, the special resolution must be published in newspapers both in English and another in local language which are in circulation at place where the registered office of the company is located. The details should also be displayed on the company’s web site, if any along with the justification for modification in objects of the company.

Finally, all dissenting shareholders should be given an opportunity to exit by the promoters and shareholders possessing control of the company. This opportunity must be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).

Name Clause

The name of the company must be stated with the last word ‘Limited’ in case of limited companies and with the last two words ‘Private Limited’ in case of private limited company. The Companies Act, 2013 states that a company should not be registered with an undesirable name.

Liability Clause

The Memorandum of Association must state whether the company is limited by shares or by guarantee. Also, the Memorandum of Association must state that the liability of its members is limited. A company cannot increase the liability of its members without their written consent.

Situation Clause

The Memorandum of Association must mention the State in which the registered office of the company will be located. The domicile of the company must be stated for determination of jurisdiction of Court, tax authorities and ROC.

Capital Clause

The Memorandum of Association of a company having share capital is required to show the amount of share capital with which the company is going to be registered, and the division therefor into shares of fixed value.

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