4.1
It seems like you've provided a concise and accurate summary of the importance and functions of the Memorandum of Association (MOA) in the context of company incorporation. However, you mentioned that the MOA must be made as per the format given in Table A-F of Schedule I of the Companies Act 2013. There might be a small clarification needed here.
As of my last knowledge update in January 2022, Table A-F of Schedule I of the Companies Act 2013 typically pertains to model articles of association for different types of companies. The format for the Memorandum of Association is usually provided in a separate section of the Companies Act or in the relevant rules.
Please verify the specific sections or rules in the Companies Act 2013 that prescribe the format for the Memorandum of Association to ensure accurate information based on any changes or updates that might have occurred after my last update.Tables are used for different kinds of companies depending on their status such as:
Table A | Table B | Table C | Table D | Table E |
---|---|---|---|---|
MOA of Companies limited by shares. | MOA of the Companies is limited by a guarantee and has no share capital. | MOA of the Companies is limited by guarantee but has a share capital. | MOA of the Unlimited Companies. | MOA of the Unlimited Companies and having a share capital. |
A detailed list of activities to be performed by the Company after its incorporation is mentioned in the Object Clause of the Memorandum of Association. Activities to be performed by the Company included in the object clause consist of two parts:
The Company is prohibited from carrying on the business outside the scope of its objects.In this article, we are going to discuss the object clause and the procedure for its amendment to conduct the business other than the mentioned objects in its MOA.
The initial clause in every MOA is dedicated to specifying the company's name, concluding with the appropriate designation such as Private Limited, Limited, OPC Private Limited, based on the company's type. It's noteworthy that this particular requirement is exempt for Section 8 Companies.
It is the clause that mentions the name of the state where the Company's registered office is situated.
It specifies the objects for which the Company is incorporated.
It specifies the limited or unlimited liability of the members.
This is the last clause that mentions the Capital of the Company. Authorized Capital divided into such shares shall be mentioned by the Company under this clause. Authorized Capital is the amount up to which the Company can raise the fund.
Send the notice of 7 days to hold the Board Meeting to discuss the following agenda:
Seek approval from shareholders through the passage of a special resolution during a duly conducted Extraordinary General Meeting (EGM). The resolution should receive three-fourths majority approval. For listed companies, upon passing the resolution, the company is required to dispatch a copy of the resolution along with preceding details to the stock exchange where its shares are listed. In specific cases, companies should conduct the passing of a Special Resolution through Postal Ballot.
Upon the successful passage of the Special Resolution, the company must submit the resolution, which reflects the alteration in the object clause of the Memorandum of Association (MOA), to the relevant Registrar. This submission is to be made using Form MGT-14, accompanied by the required fee, within 30 days from the date of passing the resolution. The following attachments are to be annexed along with the form:
Upon receiving the application, the Registrar will thoroughly review it. Upon being satisfied with the accuracy and compliance of the application, the Registrar will approve the alteration and certify the registration within 30 days from the date of filing the Special Resolution.
Following key-points to be remembered:
In case the Company decides to alter its object clause is a Public Limited company, shall follow these additional points as well:
A small restriction is imposed on those companies who have any unutilized amount of money raised through the issue of prospectus. Such Companies shall pass a special resolution before altering the object clause, and such resolution shall be published in one English newspaper and one in vernacular language newspaper.
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