Amending the capital Clause in MOA of Companies : Rules & Procedure
A Newly incorporated company further wish to enhance it’s authorized capital and at the time of incorporation the form e- MOA 33 has been filed.
Now what is the process and how to amend the capital clause in eMOA?
How to alter the eMOA?
1. Check for Authorization in Articles for increasing the
Authorised share capital, authorization in Articles of Association is a pre-condition.
If there is no such provision then the company has to take steps for alteration of its Articles of Association so as to insert the clause enabling
increase in the authorised share capital.
2. Calling of Board Meeting: Issue notice for convening a
meeting of the Board of Directors. Main agenda for this Board meeting would be:
(a) To get in-principal approval of Directors for Increase in authorised share Capital;
(b) Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Ordinary Resolution, for amendment in authorised share Capital clause of
Memorandum of Association. This amendment in authorised share Capital clause of Memorandum of Association shall be in accordance with the requirement of section 61 of the Companies Act, 2013;
(c) To approve notice of EGM along with Agenda and explanatory statement pursuant to be annexed to the notice of General Meeting
(d) To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting
(EGM) as approved by the board
3. Issue Notice of the EGM to all members, legal representative of deceased member, assignee of an insolvent member if any, directors and the auditors of the company
4. Holding of general meeting: To hold the EGM on fixed date and pass the necessary ordinary resolution for increase in the authorized share capital of the Company.
5. ROC Form filing: File Form SH-7 within 30 days of passing of Ordinary Resolution with the concerned ROC, with prescribed fees and along with following attachments:
a. Notice of EGM;
b. Certified True copy of Ordinary Resolution along with the explanatory statement;
c. Altered Memorandum of Association.
6. Concerned ROC will check the e-form and attached documents and will approve the increase in authorize
However, in case the alteration of capital clause of the Memorandum of Association of the company requires the
alteration of the Articles of Association of the company then, the special resolution for the alteration of articles
of association of the company be passed and form MGT-14 should also be filed for the filing of copy of such special resolution with the concerned Registrar within 30 days from the date of passing of such resolution
The Spice forms 33 & 34 are available for only fresh incorporation and not available for alteration of MOA and AOA .