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)

• Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
• Attach Agenda
• Notes to Agenda
• Draft Resolution

STEP –II: Held Board Meeting: (As per section 173 and SS-1)

• At the Board meeting, the Board resolutions shall be passed in respect of alteration in MOA
• To obtain Approval for Alteration in Memorandum of Association and recommending the proposal for members’ consideration by way of special resolution.
• Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members

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:

• All the Directors.
• Members
• Auditors of Company

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)

• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)]
• Approval of Alteration in MOA. 

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

• Certified True Copies of the Special Resolutions along with explanatory statement;
• Copy of the Notice of meeting send to members along with all the annexure;
• A printed copy of the Altered Memorandum of Associations.

Format 2

The Chairman briefed the Board that the Company proposes to expand its business operations and in order to that the Objects clause of the Company needs to be altered. The Board after discussions:

“RESOLVED THAT pursuant to Section 17 and all other applicable provisions, if any, of the Companies Act, 1956, and subject to necessary approvals if any, from the competent authorities and approval of the Company in General Meeting the Object clause of the Memorandum of Association of the Company be and is hereby altered as given below:

Present Clause No: 1 of III A of the Main Object Clause of the Memorandum of Association of the Company be and is hereby deleted and the following new sub-clauses 1 to 5 be inserted in its place and reads as under;

III A MAIN OBJECTS CLAUSE:

The present Other Objects Clause III (C) be and is hereby altered by insertion of the following new clauses 1 to 4 and the new sub-clauses 1 to 4 to be inserted reads as under:

III C OTHER OBJECTS CLAUSE:

FURTHER RESOLVED THAT Clause III (C) of Memorandum of Association be renumbered accordingly after insertion of above clauses.

FURTHER RESOLVED THAT Mr. A, Managing Director and Mr. B, Director, be and are hereby authorized to make necessary alterations/modification in the Memorandum of Association to give effect to the above resolution and to execute, sign and file the required documents/ returns/forms with Registrar of Companies and to make necessary corrections/ modifications/ alterations suggested by the concerned authorities and to collect the certificate confirming the above alteration.