As per Companies Act 2013, Section 4 deals with Memorandum Of Association.
MOA is charter document of company. MOA is a pre-requisite in incorporation of a company. It has 6 clauses and CAPITAL is one the essential clause forming part of MOA.
Section 4(1) : The Memorandum of company shall state :
(a) the name of the company with the last word “Limited” in case of a public Limited company ; or the last words “Private Limited” in the case of a Private Limited Company.
(Provided nothing in this clause shall apply to company registered under section 8)
(b) the state in which the registered office of the company is to situated;
(c) the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof;
(d) the liability of members of the company, whether limited or unlimited and also state:-
(i) in case of a company limited by shares ,that liability of its members is limited to the amount unpaid, if any on the shares held by them and,
(ii) in case of company limited by guarantee the amount up yo which each member undertake to contribute-
(A) to the assets of a company in event of its wound up while he is a member or within one year after he ceases to be a member , for payment of debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member , as the case maybe and,
(B) to the costs , charges and expenses of winding up and for adjustment of the rights of the contributories among themselves;
(e) in case of a company having share capital-
(i) the amount of share capital with which the company is to registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be least than one share ; and
(ii) the number of shares each subscriber to the memorandum intends to take , indicated opposite his name;
(f) in case of One Person company , the name of persons who in the event of death of the subscriber shall become the member of the company.
The Memorandum of company shall be in respective forms specified in Table A,B,C,D and E in Schedule I as maybe applicable to such company.
Through this article you will get equipped with knowledge about capital clause in MOA and various requirements to alter them as per Companies Act 2013.
ALTERATION IN CAPITAL CLAUSE OF MOA:
Section 61 of the Companies Act, 2013 provides that a limited company having a share capital may, by passing an ordinary resolution in a general meeting, alter the capital clause of its memorandum; provided authority to alter is given to it by its articles of association.
A notice of alteration is required to be filed with the ROC in Form No. SH.7 within 30 days.
- Alteration of Authorised share capital:
PROCESS FOR ALTERATION IS AS FOLLOWS:-
(1) Notice of Board Meeting to be sent at least 7 days prior to date of Board Meeting.
(2) Conduct BM and Pass BR for-
- alteration of Capital clause as required and considering amended set of MOA
- Calling of General meeting and approval of notice of such GM.
(3) Dispatch of notice of GM along with explanatory statement and amended set of MOA (at least 21 clear days prior to date of GM)
(4) Conduct GM and pass Ordinary Resolution approving capital clause change
(5) File e-Form SH-7 and MGT-14 within 30 days from the day of passing of OR.
(6) Approval from ROC.
- Alteration of any Issued capital or subscribed capital:
Alteration in these require passing of Ordinary resolution in general meeting For alteration of issued/ subscribed capital Form- PAS 3 is filed.
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(Author- Muskan Aggarwal and can be contacted at muskanaggarwal180@gmail.com)
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