Template Description:

This Altered Memorandum of Association (MOA) template serves as legal document that outlines the updated or modified objectives, scope, and regulations governing a company under the Companies Act, 2013. The MOA is 8-page MS Word document. The template is mandatory for companies undergoing changes in their operations, structure, or business strategy, necessitating amendments to their original MOA. The audience include Companies Start-ups, SMEs, Large Enterprises, Corporate Lawyers, Compliance Officers, and Company Secretaries.

Understanding the Altered Memorandum of Association (MOA):

Clauses:

The Memorandum of Association (MOA) is the foundational document that defines a company’s constitution and scope of authority. It consists of six key clauses:

• Name Clause: Specifies the legal name of the company, indicating its status as a limited liability entity (e.g., "Limited" or "Private Limited").

• Registered Office Clause: Outlines the physical location of the company’s registered office, determining its jurisdiction and the applicable laws under the relevant Registrar of Companies (ROC).

• Object Clause: Details the primary business activities the company will pursue, including main, ancillary, and lawful activities that further the main objectives.

• Liability Clause: Defines the liability of the company’s members, limiting it to the unpaid amount on their shares.

• Capital Clause: Specifies the company’s authorized share capital, including the number of shares and their nominal value.

• Association Clause: Contains a declaration by the subscribers agreeing to form the company and subscribe to the shares mentioned in the capital clause.

These clauses collectively define the company’s identity, operational scope, member liability, and capital structure, making the MOA a crucial document for company formation and governance.

Procedure for altering the MOA under the Companies Act, 2013:

• Board Resolution: Pass a board resolution authorizing the alteration and approving the draft of the amended MOA.

• Shareholder Approval: Convene an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM) to pass a special resolution approving the alteration. A three-fourths majority of the shareholders present and voting is required.

• Filing with Registrar: File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the special resolution, including details of the resolution and the altered MOA.

• Registrar’s Approval: The ROC reviews the documents and registers the alteration. A Certificate of Incorporation (Alteration of Memorandum) is then issued, signifying the MOA's alteration and registration.

• Update Records: Update the company’s statutory registers and records to reflect the changes made in the MOA, ensuring it is available for inspection as required.

• Compliance: Maintain ongoing compliance with the Companies Act, 2013, and other relevant regulations concerning the altered MOA.

Conclusion:

This Altered Memorandum of Association template provides a standardized, legally compliant format for documenting changes to a company’s foundational objectives, capital structure, and other critical aspects under the Companies Act, 2013. Whether a company is realigning its business strategy or undergoing significant structural changes, this template ensures accurate documentation and facilitates smooth, transparent operations, reinforcing legal compliance and stakeholder confidence.