Suyog S Kabra
CHECKLIST FOR ALTERATION OF MEMORANDUM OF ASSOCIATION
1. The company has passed the Special resolution and filed MGT-14 as per companies Rules,2014
2. The company has altered its Name with the approval of Central Government
3. The company has obtained fresh Certificate of Incorporation from the Registrar in Form No. INC25 as per companies (Incorporation ) Rules,2014
4. If the company has shifted registered office from one state to another state ,it is with the approval from the Central Government .Check whether the order of the Central Government is filled with both the States in Form no.INC-28
5. In case company has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, a special resolution has been passed by the Company to change its Objects for which it raised the money through prospectus.
The notice contains details as provided in Rule 32 of the companies (incorporation )Rules,2014
The details were published in the Newspaper (one in English and one in Vernacular language) which is in the circulation at the place where registered office is situated and was placed on the Website of the company.
The dissenting shareholders were given an opportunity to exit by the Promoters and shareholders having control in accordance with regulations specified by securities and exchange Board of India.
INDICATIVE LIST OF DOCUMENTS TO BE CHECKED (ALTERATION OF MEMORANDUM)
- Notice convening general Meeting with relevant explanatory statement
- Minutes of General meeting
- Annual return
- Financial statement
- Return Deposit
- Advertisement for change in objects
- Memorandum of association
- Article of association
- INC-23,INC-24,INC-25,INC-26,INC-28
CHECKLIST FOR ALTERATION OF ARTICLES OF ASSOCIATION
| 1 | The company has passed social resolution with respect to alteration and has filed form MGT-14 |
| 2 | In case of conversion of a private company into public company or vice versa, the application was filed in Form No.INC-27 |
| 3 | A copy of the order of the competent authority approving the alteration has been filed with the Registrar in Form no.INC-27 together with the printed copy of the altered articles within fifteen days of the receipt of the order from the competent authority |
| 4 | Provision for entrenchment has been made by an amendment in the Articles,with the consent of all the members in case of a private company or by passing special resolution in case of public company |
| 5 | Every alteration made in the memorandum or article has been noted in every copy of the memorandum or articles. |
| 6 | The company sends on payment of fee, a copy of each of the following documents to a Member within seven days of the request being made by him.I) The memorandumII) The articles
III) Every agreement and every resolution referred to in section 117(1) if they have not been embodied in the Memorandum and articles |
Indicative List of documents to be checked (Alteration of Articles)
- Minutes of General Meeting
- Memorandum of Association
- Article of Association
- INC -27, MGT -14
(Suyog S Kabra is partner with White Collar Legal LLP and can be reached at whitecollarlegal@gmail.com)
