Do you want to consult us? Click Here
Take the first step towards your
goal by filling out the form above.
Get a call from our
certified expert.
Get the job done and
receive a certification.
As per the Companies Act, a Section 8 company is incorporated with the objectives of promoting fields of arts, commerce, science, research, education, sports, charity, social welfare, religion, environment protection, or other similar objectives. Some of the famous examples of Section 8 companies include the Federation of Indian Chambers of Commerce and Industry (FICCI) and the Confederation of Indian Industries (CII).
Such companies are registered with the Ministry of Corporate Affairs as non-profitable and specialized organizations. Given their nature of work, the MOA of such companies is straightforwardly regulated by the registrar of the company and not the Directors or the individuals, unlike other companies.
• Changes to the Section 8 Company's Name
• Changes to the Company's Registered Office
• Changes to the Company's Capital Clause
• A shift in the attitudes of a company's members
• If the Company's Object Clause is changed
Sec8(4) guides that if a company registered under SEC 8 of the Companies Act wants to make amendments to its Memorandum of Association (MOA), then the Central Government holds power to give the approval. This power has been assigned to the Registrars of Companies (ROC) by the Ministry of Corporate Affairs.
1. Executive Meeting: A Board Meeting of the Section-8 company must be conducted to approve the amendment(s) in the MOA by the managing authority.
2. Director's Approval: Following the Board Meeting, the Director must approve the MOA Amendment process by passing a special resolution.
3. Approval is given to a signatory to record in the GNL-1 structure for the submission of prior approval from the ROC.
4. When the ROC approves, the board must choose and fix a date for another full-body meeting for the changes in the MOA.
5. When examined and recorded, an exceptional goal is passed in the EGM for the modifications examined.
6. Whenever modifications were done, MGT-14 should be recorded within a period of time of 30 days.
7. Documentation of the Amended MOA: Once the Amendment process is completed, the revised MOA must be recorded in all the official documents of the concerned Section 8 Company.
Board meeting for approval of change in MOA from managing authority.
Director approval for MOA amendment by passing the special resolution.
MOA amendment is important for a Section 8 company as it allows the company to update its objectives and purpose, which may be necessary due to changes in the business environment or strategic direction.
- Passing a special resolution by the shareholders
- Filing of form MGT-14 with the Registrar of Companies (ROC)
- Obtaining ROC's approval of the amendment
It is not mandatory to amend MOA when there is a change in the company's objectives but it is advisable to do so, to ensure compliance with the Companies Act, 2013.
Penalties for non-compliance with MOA amendment of a Section 8 company can include fines, penalties, and de-registration of the company.