Alteration of MOA Memorandum of Association

 There are many alterations in MOA such as the name clause

Name Clause

The Name Clause contains the name of the company if you want to change the name of the company have to pass a special resolution.

Steps 

1. Call a meeting with the shareholders and pass a special resolution.
2. File an application and get central government approval also.
3. Company has to go to the ROC and file with the ROC both the above special resolution and also central government approval both of these filed with the ROC.
4. ROC will make a note of this that is ROC maintains a register of companies so, in the register of companies the ROC will make and write the new name of the company and then ROC will give to the company a new certificate of incorporation which contains the new name of the company and this new name of the company will be effective only on the date on which the ROC gives this new certificate of incorporation and then whatever is the new name of the company we should put the everywhere as in the MOA, AOA, Name Bord, Letter Pad, everywhere you can want whenever the company new name changes instead old name.

If changing the name of the company. the company rights, the company obligation will not get affected. in case the company has any default relating to an annual return or it has any default relating to the financial statement, or if it has any default relating to a deposit if this default is still existing we will not go to alter the name before rectifying all the default only then can alter the name.

In case only changes adding and removing the public or private word for example if we want to convert a public company into a private company we will add the private word. If we want to convert a private company into a public company we will remove the private word.so, in that case not required central government approval for only adding and removing the private and public words.

Situation Clause

Situation Clause another name is called as Domicile Clause we do write here only the state name, not the full address just the name of the state where the registered office is situated, if we want to make changes in the registered office then we have to follow here we have some scenarios.

1. We are changing the registered office from one area to another area but we are staying within the same city for example we are staying in Delhi itself but in Delhi from Azadpur East let us say we are moving to Azadpur West so we are staying within the same city. we are only changing areas if you want to do this then you need a board resolution and you have to inform the ROC about it within 30 days.
2. Second situation here we are moving from one city to another city. We are moving but we stay within the same state for example we are staying in Maharashtra only. but let us say we are moving from Mumbai to Pune in this situation we are only moving from one city to another city. so, just require the board's resolution and inform ROC within 30 days. and addition to that also we have to get a special resolution.
3. Third situation is here is possible only in the state of Maharashtra & Tamilnadu generally it is every state has one ROC only but only the state of Maharashtra and also Tamilnadu we have two ROC each. the state of Tamilnadu has a ROC in Chennai and Coimbatore and Maharashtra has a ROC in Mumbai and in Pune, so in these two states the third situation is possible in this third situation that happens is we are moving from one city to another city but we are staying within the same state but the ROC is changing this is possible only in Tamilnadu and Maharashtra, for example, we are moving from Mumbai to Pune or we are moving from Coimbatore to Chennai we are moving the registered office from one city to another city we are staying within the same state even in this case also we need a special resolution and even before special resolution we, first of all, need a board resolution then we have to pass a special resolution. once we have a special resolution the company has to make an application to the Regional director. we also need the Regional director's permission. The regional director will give permission to the company he will approval to the company within a maximum of 30 days. Once a regional director approved company will then file a copy of the regional director's approval with the ROC. company will inform the ROC about it within 60 days both the ROC Mumbai and Pune. company will inform both the ROC within 60 days. then what will happen is that the new ROC that is the Pune ROC will give the company a new certificate of incorporation. and this new certificate of incorporation will come in 30 days so, the new Mumbai ROC will give to the company a new certificate of incorporation within 30 days from the date on which this new certificate of incorporation came from this state only the change is going to be effective in this alteration of MOA in the MOA earliest it would have been written Maharashtra Pune but now it will be written as Maharashtra Mumbai.
4. Last situation in this situation your register office from one state to another state for example what if you move your register office for example from Kolkata to Kochi. so here we were earlier under the state of Kerala and now we are moving to west Bengal we are changing the state itself there will be an alteration of MOA over here earlier the MOA would have said Kerla but now we have to after it into west Bengal so here there will be an alteration of MOA now if we want to after the MOA in such situation if we are moving from one state to another state in this situation the process is a little longer first of all, of course, we need to paas board resolution then we need to get special resolution even over there then the company has to file an application to the central government because we need central government approval also the central government will give approval to the company within maximum 60 days then what the company will do the company will file a copy of the central government order with both the ROC the west Bengal ROC as well as Kerla ROC with then what the old ROC that is the Kerla ROC will shift all the documents relating to this company to the new ROC so like so in our example the Kerla ROC will send all the documents relating to this company to the west Bengal ROC then after all of this done the new ROC who is our New ROC. the west Bengal ROC will now give to the company a new certificate of incorporation we have to see on which date we got it from that date only its going to be effective now if we want to change.