MOA Amendment
- Art Teacher
- London, UK
- 5-7 Hrs
The Memorandum of Association (MOA) serves as a company’s constitution, outlining its objectives, scope, and key clauses such as name, object, registered office, and capital. As businesses expand or re-strategize, amendments to the MOA may become necessary, and this requires filing Form MGT-14 with the Ministry of Corporate Affairs (MCA). Form MGT-14 is a statutory compliance under the Companies Act, 2013, used to record special resolutions or specific board resolutions, ensuring that any change to the MOA is legally recognized and updated in official records. Proper filing of MGT-14 not only maintains corporate transparency but also safeguards the company’s legal identity and operational framework.
- Certified true copy of the Special Resolution
- Notice of the General Meeting with explanatory statement
- Altered MOA (reflecting amendments)
- Certified true copy of Board Resolution authorizing filing
- Digital Signature Certificate (DSC) of Director/Authorized Signatory
- Hold a Board Meeting to approve the proposal for MOA amendment.
- Issue a Notice of General Meeting to shareholders with the explanatory statement.
- Pass a Special Resolution in the General Meeting.
- Prepare altered MOA incorporating the approved changes.
- File Form MGT-14 with MCA within 30 days of passing the resolution.
- MCA verifies and approves the filing; changes are then legally effective.
Filing Form MGT-14 is mandatory for every amendment of the Memorandum of Association (MOA) as it records the special resolution passed by the company required for such amendment.
MGT-14 must be filed with the Registrar of Companies within 30 days from the date the special resolution for the MOA amendment is passed.
No, MGT-14 is specifically filed to notify the ROC about a special resolution passed by shareholders; hence, it cannot be filed without prior shareholder approval.
MGT-14 cannot typically be revised; any errors usually require filing an additional form or rectification through appropriate procedures.
The MOA amendment becomes effective only after the special resolution is filed via MGT-14 and the Registrar approves the filing. The company cannot treat the amendment as effective before ROC approval.
The filing process and requirements for MGT-14 are generally the same for both private and public companies regarding MOA amendments; however, compliance context might vary depending on the company type and specific amendment nature.