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ALTERATION OF MEMORANDUM OF ASSOCIATION UPDATED
AS PER LATEST PROVISIONS
AS PER LATEST PROVISIONS
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COMPANY LAW
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INTER CA CORPORATE LAW AND OTHER LAW
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ALTERATION OF MEMORANDUM OF ASSOCIATION :-
1.
OF THE NAME
2.
OF THE REGISTERED OFFICE
·
MEMORANDUM OF ASSOCIATION IS THE CHARTER OF THE COMPANY AND DEFINES THE
SCOPE OF ITS ACTIVITIES. MEMORANDUM OF ASSOCIATION DEFINES THE RELATION OF THE
COMPANY WITH THE RIGHT OF MEMBERS OF THE COMPANY INTEREST AND ALSO ESTABLISHES
THE RELATIONSHIP OF THE COMPANY WITH THE
MEMBERS.
ALTERATION
ANY COMPANY WHICH INTENDED TO MAKE ANY
CHANGES TO THE MEMORANDUM OF ASSOCIATION
OF ITS COMPANY WILL HAVE TO COMPLY WITH THE PROVISIONS OF SECTION 13 OF THE
COMPANIES ACT,2013 AND OTHER APPLICABLE PROVISIONS OF THE ACT AND APPLICABLE
RULES.
ALTERATION MEANS TO MODIFY,CHANGE OR VARY
TO MAKE OR BECOME DIFFERENT,TO CHANGE IN CHARACTER,APPEARANCE ETC TO CHANGE IN
SOME RESPECT.
FOLLOWING CLAUSES CAN BE ALTERED :-
1.
NAME CLAUSE
2.
OBJECT CLAUSE
3.
CAPITAL CLAUSE
4. REGISTERED OFFICE CLAUSE
5.
SUBSCRIPTION CLAUSE
STEPS OF ALTERATION IN MOA
- CONVENE BOARD MEETING OF DIRECTORS AS PER SECTION 173 AND SS-1
- HELD BOARD MEETING AND GIVEN RESOLUTION IS PASSED AND DATE,TIME AND
VENUE OF THE GENERAL MEETING IS FIXED AND AUTHORIZING A DIRECTOR OR ANY
OTHER PERSON TO SEND THE NOTICE OF THE SAME TO THE MEMBERS.
- ISSUE OF NOTICE UNDER SECTION 101 FOR EXTRAORDINARY GENERAL MEETING
- HELD THE EGM AS PER SECTION 101: PASS SPECIAL
- FILE MGT-14( FILING OF RESOLUTIONS AND AGREEMENTS TO THE REGISTRAR
UNDER SECTION 17 WITH THE REGISTRAR ALONG WITH THE REQUISITE FILING WITH
IN 30 DAYS OF PASSING TH SPECIAL RESOLUTIONS ALONG WITH THE FOLLOWING
DOCUMENTS:-
- CERTIFIED TRUE COPIES OF SPECIAL RESOLUTIONS ALONG WITH EXPLANATORY
STATEMENTS
- COPY OF NOTICE OF THE MEETING ALONG WITH ALL ANNEXURES
- A PRINTED COPY OF THE ALTERED MOA
CHANGE OF NAME( 13(2)
BY
SPECIAL RESOLUTION:-
1.
PASS A SPECIAL RESOLUTION
2.
OBTAIN OF APPROVAL OF CG ( INC-24)
3.
NO APPROVAL IS NEEDED FOR INCLUDING OR DELETING PVT
4.
SPECIAL RESOLUTION FORM NO MGT 14 WILL BE FILED WITH ROC
•
RECTIFICATION OF NAME:-
•
IF A COMPANY IS REGISTERED WITH A NAME IT
RESEMBLES WITH ANY EXISTING COMPANY AND NAME CAN BE RECTIFIED BY PASSING A
ORDINARY RESOLUTION AND WITH THE PREVIOUS APPROVAL OF CENTRAL GOVERNMENT IN
WRITING. AND ROC WILL ISSUE A NEW INCORPORATION CERTIFICATE.
Ø CHANGE OF NAME
NAME CHANGE REQUIREMENT UNDER SECTION 45 OF
SEBI( LSITING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION 2015. IF ANY
LISTED ENTITY HAS CHANGED ITS ACTIVITIES WHICH ARE NOT REFLECTED IN ITS NAME,IT
SHALL CHANGE ITS NAME WITH IN SIX MONTHS FROM THE CHANGE OF ACTIVITIES IN
COMPLIANCE WITH THE PROVISIONS. STEPS:-
1.
A TIME PERIOD OF AT LEAST ONE YEAR HAS ELAPSED FROM THE LAST NAME CHANGE
2.
AT LEAST OF 50% OF TOTAL REVENUE IN THE PRECEDING ONE YEAR PERIOD HAS BEEN
ACCOUNTED FOR BY THE NEW ACTIVITY SUGGESTED BY THE NEW NAME.
3.
THE AMOUNT INVESTED IN THE NEW ACTIVITY IS AT LEAST 50% OF THE ASSETS OF THE
LISTED ENTITY.
4.
BEFORE FILING THE REQUES FOR CHANGE SEEK APPROVAL FROM THE STOCK
CHANGE OF REGISTERED OFFICE
CHANGE WITH IN THE SAME CITY:-
- BOD RESOLUTION
- INFORM THE ROC ON E FORM INC 22 WITH IN 30 DAYS OF THE BOARD RESOLUTION
- 1000 PER DAY OF DEFAULT NOT EXCEEDING 1,00,000
- CHANGE WITH IN THE SAME STATE ALSO IN JURISDICTION OF SAME REGISTRAR
- SPECIAL RESOLUTION
CHANGE FROM ONE CITY TO ANOTHER SEC 12(5)
1.
BOARD RESOLUTION AND SPECIAL RESOLUTION
2.
FILING OF MGT-14 AND INC-22 WITH IN 30 DAYS OF SPECIAL RESOLUTION
CHANGE OF REGISERED OFFICE ( RULE 28)
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CHANGE OF REGISTERED OFFICE FROM THE
JURISDICTION OF ONE ROC TO THE JURISDICTION OF ANOTHER ROC WITH IN A STATE:-
- AN APPLICATION SEEKING CONFIRMATION FROM THE REGIONAL DIRECTOR FOR
SHIFTING THE REGISTERED OFFICE WITH IN THE SAME STATE FROM THE JURISDICTION ONE REGISTRAR TO ANOTHER IN FORM INC 23 ALONG WITH THE FOLLOWING
DOCUMENTS:-
- BOARD RESOLUTION FOR SHIFTING OF RO
- SPECIAL RESOLUTION OF THE MEMBERS
- A DECLARATION GIVEN BY THE KEY MANAGERIAL PERSONNEL OR ANY TWO AUTHORIZED DIRECTORS THAT COMPANY HAS NOT DEFAULTED IN THE PAYMENT OF DUES
OF WORKMEN’S COMPENSATION AND HAS OBTAINED THE CONSENT OF CREDITORS OR
MADE NECESSARY PROVISIONS
- ACKNOWLEDGED COPY OF INTIMATION TO THE CHIEF SECRETARY OF THE STATE
THAT EMPLOYEE’S INTEREST WILL NO BE EFFECTED
- CHANGE OF REGISTERED OFFICE ( RULE 28)
- THE CONFIRMATION SHALL BE COMMUNICATED WITH IN PERIOD OF 30 DAYS FROM
THE DATE OF APPLICATION BY THE REGIONAL DIRECTOR AND COMPANY SHALL FILE
WITH IN 60 DAYS OF THE DATE OF THE CONFIRMATION AND REGISTRAR WILL CERTIFY
THE REGISTRATION WITH IN 30 DAYS FROM FILING OF TH CONFIRMATION
- CERTIFICATE WILL CERTIFY THAT CONCLUSIVE EVIDENCE THAT ALL REQUIREMENT HAVE BEEN COMPLIED
- DEFAULT WILL ATTRACT THE COMPANY AND EVERY OFFICER WHO IIS IN DEFAULT
1000 FOR EVERY DAY WHICH DEFAULT CONTINUE BUT NOT EXCEEDING 100000.
CHANGE OF REGISTERED OFFICE FROM ONE STATE TO
ANOTHER STATE
1.
SPECIAL RESOLUTION AT GENERAL MEETING
2.
APPROVAL BY THE CENTRAL GOVERNMENT IN INC 23 AND IT WILL BE DISPOSED BY THE
CENTRAL GOVERNMENT IN 60 DAYS
3.
CONSENT OF THE AFFECTED PARTIES
4.
DECLARATION BY DIRECTORS:-
5.
CERTIFIED COPY OF THE ORDER OF THE CG TO BE FILED WITH BOTH THE ROC ALONG
WITH ALTERED COPY OF MOA IN FORM NO INC 28 WITH IN 30 DAYS
6.
NEW CERTIFICATE WILL BE ISSUED BY ROC AND IT WILL BE CONCLUSIVE
CHANGE OF REGISTERED OFFICE FROM ONE STATE TO
ANOTHER STATE
- RULE 30
- THE APPLICATION SHALL BE ACCOMPANIED WITH THE REQUISITE FEES-
- A COPY OF MOA AND AOA AND COPY OF THE NOTICE OF CONVENING GENERAL
MEETING ALONG WITH EXPLANATORY STATEMENTS
- AFFIDAVIT VERIFYING THE APPLICATION
- LIST OF CREDITORS AND DEBENTURE HOLDERS ENTITLED TO OBJECT TO THE
APPLICATION
- DOCUMENTS RELATING TO THE PAYMENT OF APPLICATION FEE
- DECLARATION OF THE DIRECTORS:
- A DULY AUTHENTICATED COPY OF THE
CREDITORS WILL BE KEPT AT THE REGISTERED OFFICE
- THE COMPANY SHALL AT LEAST 30 DAYS BEFORE THE DATE OF HEARING ADVERTISE IN INC FORM 26
- NO EMPLOYEE SHALL BE RETRENCHED AS A CONSEQUENCE OF SHIFTING OF RO
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