Alteration to Memorandum of Association

• Registered office address

  Shifting of registered office	Effect on MOA	Steps to change registered office
  Within the local limits of city, town or village	No alteration required.	A company by passing Board Resolution can change the situation of its registered office within the limits of the same city, town or village. An intimation of the change of registered office and verification of registered address shall be given to the registrar in e-form INC-22, within 15 days of such change
  Outside the local limits of city, town or village(within the same state) and within the jurisdiction of same ROC	No alteration required.	A company should pass a special resolution and follow the steps mentioned above.
  Outside the local limits of the city, town or village(within the same state) but from the jurisdiction of one ROC to another	No alteration required.	Seek permission from the current registrar by filing form INC-23. Publish a notice in a newspaper in English and in the principal language of the district in which the registered office of the company is situated. Additionally form no- MGT-14 is to be filed with the registrar towards special resolution.
  From one state to another	MOA to be altered.	The company should pass a special resolution and then seek permission from ROC of different states by filing form no –INC-28 accompanied with approval from central government. Please contact support@charteredmunshi.com for more details.

• Alteration of object clause
  Alteration of object clause of MOA as per companies ACT 2013 can be done by passing a special resolution and other conditions prescribed under company’s law can alter its object. The Registrar shall register any alteration of the memorandum concerning the objects of the company and certify the registration within thirty days from the date of filing of the special resolution.
• Alteration of liability clause
  A company may, by a special resolution and after complying with the procedures specified, alter the liability clause of its memorandum of association by passing a special resolution.
• Alteration of the capital clause
  A company may alter its capital clause by passing a resolution for the following purposes-

  • increase its authorised share capital by such amount as it thinks expedient;
  • consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares :
  • convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
  • sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum