Alteration of Moa

8/3/2019 Alteration of Moa

http://slidepdf.com/reader/full/alteration-of-moa 1/11



´The Memorandum Of AssociationOf A Company As OriginallyFramed Or As Altered From Time ToTime In Pursuance Of Any PreviousCompany Law Or This Act.µ

It is one of the documents which hasto be filled with the registrar at thetime of incorporation of the company

The Clauses In The Memorandum AsRegards Name, Situation, Objects,Capital, And Liability Of Members AndThe Undertaking Of Subscribers ToTake At Least One Share Each AreConditions..



Section 16 Of The Act Provides That A Company Shall Not Alter The

Conditions Contained In Its Memorandum Except In The Cases, In The

MannerAnd To The Extent Provided In The Act.

For The Alteration Of The Conditions In The Memorandum Of AssociationA Rigid Procedure Is To Be Followed And Strict Compliance Of The

Procedure Is Demanded By Law.



Change Of Name

By Special Resolution: A Company Can Change Its Name. It Must First

Pass A Special Resolution And Then Obtain Approval Of The Central

Government In Writing. No Approval Is Necessary For Merely IncludingOr Deleting The Word µPrivate¶ Consequent On The Conversion Of The

Public Company Into Private Company And Vice Versa

By Ordinary Resolution: If A Company Is Registered By A Name And

The Name Is Of An Existing Company, It Can Change Its Name ByPassing An Ordinary Resolution And With The Previous Approval Of The

Central Government Signified In Writing.



Company Can Change Name

`

With In 12 Months Of Registration

Within 3 Months Of Direction Of Central Government

Default Results In Punishment Of Rs.1,000 Per Day.



IN CONSIDERING APPLICATIONS FOR CHANGE OF NAME,THE

GOVERNMENT CONSIDERS THE FOLLOWING POINTS:

Whether the reasons are sufficient and adequate.

Whether the proposed name reflects object of the company

and with the kind or kinds of business actually carried on.

Whether the proposed name is not undesirable.



New Certificate of Incorporation. New Certificate of Incorporation.

Rights and Obligations to Remain ineffected.Rights and Obligations to Remain ineffected.

EXAMPLEEXAMPLE::AA COMPANYCOMPANY HADHAD CHANGEDCHANGED ITSITS NAME NAME FROMFROMµMALHATIµMALHATI TEATEA SYNDICATELTD¶SYNDICATELTD¶ TOTO µMALHATIµMALHATI TEATEA INDUSTRIESINDUSTRIES

LTDLTD..¶¶ THERETHERE AFTER AFTER ITIT FILEDFILED AA WRITWRIT PETITIONPETITION ININ ITSITS FORMER FORMER

NAME NAME..THETHE COURTCOURT DECLAREDDECLARED THETHE PETITIONPETITION TOTO BEBE

INCOMPETENTINCOMPETENT..



CHANGE WITHIN THE CITY:

CHANGE WITHIN THE STATE:

CHANGE OF REGISTERED OFFICE FROM ONE STATE TOANOTHER:

SPECIAL RESOLUTION

CONFIRMATION BY CENTRAL GOVERNMENT:

CHANGE OUTSIDE INDIA:



THE POWER OF ALTERATION OF OBJECTS CLAUSE IS SUBJET TO

TWO LIMITS:

1.SUBSTANTIVE1.SUBSTANTIVE LIMITSLIMITS

x A) TO CARRY ON ITS BUSINESS MORE ECONOMICALLY OR MORE EFFICIENTLY :-

EXAMPLE: A COMPANY WAS ENGAGED IN THE BUSINESS OF POULTRY

BREEDING.ITS MEMORANDUM PROHIBITED PAYMENT OF ANY

REMUNERATION TO THE DIRECTORS.WHEN THE BUSINESS OF THE

COMPANY INCREASED IT WAS FOUND THAT THE DIRECTORS COULD NOT

PAY SUFFICIENT UNLESS SOME REMUNERATION WAS PAID TO THEM.THE

COMPANY WAS ALLOWED TO ALTER ITS MEMORANDUM SO AS TOENABLE IT TO PAY REMUNERATION TO ITS DIRECTORS,BEING

NECESSARY FOR EFFICIENT MANAGEMENT.



TO ATTAIN ITS MAIN PURPOSE BY NEW OR IMPROVED MEANS:

TO ENLARGE OR CHANGE THE LOCAL AREA OF ITSOPERATIONS

TO RESTRICT OR ABANDON ANY OBJECTS SPECIFIED IN THEMEMORANDUM

TO SELL OR DISPOSE OF THE WHOLE OR ANY PART OF THEUNDERTAKING OF THE COMPANY

TO AMALMAGATE WITH ANY OTHER COMPANY OR BODY OFPERSONS

THE COMPANY MAY ALTER ITS OBJECTS ON ANY OF THE GROUND MENTIONE

ABOVE PURSUANT TO SECTION 17 OF THE ACT.



2. Procedural Limits:

Special Resolution -Company Shall Pass A Special Resolution Sanctioning

The Alteration. A Special Resolution To That Effect And File It With The

Registrar Of Companies.

COPY OF THE SPECIAL RESOLUTION TO BE FILED WITH THE

REGISTRAR

CONSEQUENCE OF NON FILING:

Documents

Alteration of Moa