A Memorandum of the company is a very vital document for the incorporation of a company which is often referred to as the constitution or the charter of the company. Memorandum of Association is a document that is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company. Various details such as the details of the initial shareholders, name of the company, the state in which the company is located, the purpose of the formation of the company, authorized capital (in case if there is any), and the liability of the members.

Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting. Changing the MOA of a company is a complex and extensive procedure, hence due to professional care must be taken during the procedure. In this article, we look at the various reasons for effecting changes to the MOA of a company.

Main Clauses of Memorandum of Association

A company can alter its memorandum by means of alteration in the following clause of Memorandum of Association:

• Name Clause
• Object Clause
• Capital Clause
• Registered Office Clause
• Liability Clause
• Subscription Clause
• Change of Registered Office – State to State

A company must make changes to the MOA for transfer of registered office from one state to another. Usual reasons for changing registered office from one state to another include:

• to conduct business more professionally and economically;
• to attain the significant purpose of the company by sophisticated means;
• to develop its operations in the current location;
• to manage any of the existing objects;
• to sell a whole or part of the business enterprise;
• to merge with other business or person.

In the event of the registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated.