For alteration of any of the clauses of memorandum of association, except the capital clause, consent of members by way of special resolution is required. However, in case of alteration of authorised share capital, consent of members by way of ordinary resolution as stated in section 61 is required.
Procedure for Change of Memorandum of Association:
STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)
STEP –II: Held Board Meeting: (As per section 173 and SS-1)
STEP- III: Issue Notice of General Meeting: (Section 101)
Notice of EGM shall be given at least 21 days before the actual date of EGM.
EGM called at Shorter Notice
EGM can be called on Shorter Notice with the consent of atleast majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting:
The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
STEP- IV: Hold General Meeting: (Section 101)
STEP- V: Filing of form with ROC: (Section 117)
File Form MGT-14 within 30 days of passing the special resolution, along with given documents:-