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Alteration in Object and Name Clause of MOA & AOA

CS Rashi Jain 
on 31 October 2020

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FOR EASE OF DOING BUSINESS UNDER CURRENT COVID SITUATION

The outbreak of the Covid-19 pandemic has led to a sudden shift in the dynamics of conducting business. Technology now allows people to connect anytime, anywhere, to anyone in the world, from almost any device. This is dramatically changing the way people work. "The secret of change is to focus all your energy not on fighting the old, but on building the new"

As all are facing troubles for the smooth running of the business. Some businesses are may be less affected, some are moderately affected but some businesses are severely affected by this pandemic. But we need to manage the crisis which our business is facing. "The secret of crisis management is not good v/s bad; it’s preventing the bad from getting worse." For fighting this situation, one must be thinking of changing the business.

Alteration in Object and Name Clause of MOA and AOA

For example, if a Company was earlier doing business of Event Management, but now during covid-19 Situation of sudden lockdown and restrictions on gatherings and events the business will be getting affected severely, so it’s obvious that the Company will want to change the current business but changing business for a company is not an easy task. It has to alter the Object Clause of the MOA and it might happen that changing the business of the Company requires a change in the name of the Company i.e. (requires Alteration in both MOA and AOA). So considering the current situation. Here is the complete procedure for Alteration in Object and Name Clause of Memorandum and Articles of Association:

A company can alter its object clause by way of addition, deletion, modification, substitution, or in any other way, only if it wants:

Steps for Alteration in Object Clause and Name Clause of MOA & AOA:

  • Issue notice of Board meeting to all directors at least 7 days before the meeting. (Attachment: Agenda, Notes to Agenda, and draft resolution).
  • Hold the Board Meeting: Propose the new names and objects for the company. Pass Board Resolution for Alteration in Name & Object Clause of MOA and Alteration in Name of the Company in AOA and Authorizing a director to apply for Name Change and any other acts required for this purpose.
  • Apply in RUN Form facility available at MCA with new Name and Object (Propose 2 names) and Board Resolution as an attachment.
  • After the name approved by Roc –Receipt of Name Approval Letter: Again Conduct a Board Meeting to fix the date, time, and venue of the General Meeting, prepare a notice for EGM and authorizing a director or any other person to send notice to the Shareholders along with Explanatory Statement.
  • Pass Separate Board Resolutions for Change of Object Clause of MOA and Change of Name Clause of MOA and AOA.
  • Issue notice of General Meeting at least 21 days before the date of EGM. It can be called at shorter notice with the consent of at least a majority in number & having 95% of paid-up capital of the company giving the right to vote.
  • Conduct EGM: Check quorum and (Leave of absence if any) Pass separate Special Resolutions for- ALTERATION OF NAME CLAUSE OF MOA, ALTERATION OF NAME CLAUSE IN AOA AND ALTERATION OF OBJECT CLAUSE OF MOA.
  • Comply Section 15: Alteration to be made in every copy of MOA & AOA.
  • File Form MGT-14 for every Special Resolution in a single form. (Attachment: Notice of EGM with Explanatory Statement, Copy of SR, Shorter Notice Consent, Minutes of EGM along with Altered MOA & AOA) within 30 days of passing SR with prescribed fees.
  • File FORM INC-24 (Application for approval of Central Government for Change of Name) (Attachments: Minutes of EGM, Altered MOA, Altered AOA, and Name approval Letter of ROC within 30 days of passing SR with prescribed fees.
 

A Certificate of Registration of the Special Resolution confirming Alteration of Object Clause(s) and a Certificate of Incorporation pursuant to Change of Name will be issued.

 

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