A Section 8 company is a non-profit organization formed for charitable causes i.e. education, protection of environment etc. This kind of company also does things to make peoples lives better.
The company operates based upon its Memorandum of Association. It defines the objective, purpose and scope. Sometimes, due to expansion or any regulatory requirement, A Section 8 Company needs to alter its MOA.
This blog explains the process and rules for alteration of MOA in a Section 8 company in simple language.
What is MOA (Memorandum of Association)?
The Memorandum of Association (MOA) is a charter document that defines the objective and purpose of a company.
It includes:
- Name Clause
- Registered Office Clause
- Object Clause
- Liability Clause
- Capital Clause
The MOA sets the limits within which a company can operate.
What is Alteration of MOA?
Alteration of MOA means to make changes in any of the clauses.
The changes can be of:
- Change in name of the company
- Change in registered office
- Change in object clause
- Change in capital structure
For a Section 8 company, such changes require strict compliance and approvals.
Types of Alteration in MOA
A Section 8 company can alter the following clauses:
1. Name Clause
To change the name of the company requires approval from the Central Government (ROC).
2. Registered Office Clause
To change the registered office may require ROC approval, especially if it involves change of state.
3. Object Clause
To change the object clause requires prior approval from ROC (Central Government).
4. Capital Clause
If applicable, changes in capital structure must comply with the Companies Act provisions.
Legal Provisions for Section 8 Companies
Alteration of MOA in Section 8 companies is governed by:
- Section 8 of the Companies Act, 2013
- Section 13 of the Companies Act, 2013
- Companies (Incorporation) Rules, 2014
These provisions ensure that the company continues to operate for charitable purposes.
Process for Alteration of MOA in Section 8 Company
Step 1: Conduct a Board Meeting
The Board of Directors approves the proposed changes to the MOA and authorizes the company to file necessary forms with the Registrar of Companies.
Step 2: Approval from Central Government (Power delegated to ROC)
For any change to the MOA like the object clause and the name of the Section 8 Company the company needs to get Prior approval form ROC. Form GNL-1 need to file for the same.
Step 3: Conduct a General Meeting
After getting the approval of the ROC in form GNL-1 the members of the Section 8 Company approves the changes to the MOA by passing a Special Resolution.
Step 4: File Forms with ROC
The company is required to file necessary forms such as MGT-14 with the Registrar of Companies within the prescribed time.
Step 5: Approval and Registration
The Registrar of Companies verifies the documents and registers the alteration.
Specific Cases of MOA Alteration
Change in Name
- Requires approval through RUN
- Requires prior approval from ROC
- Fresh Certificate of Incorporation is issued
Change in Object Clause
- Requires prior approval from ROC
- Special Resolution + MGT-14 filing required
Change in Registered Office
- Within same city: Board Resolution
- Within state: Special Resolution
- From one state to another: ROC and RD approval Required
MCA Forms Required
| Form | Purpose |
| MGT-14 | Filing of Special Resolution |
| INC-24 | Approval for change of name |
| GNL-1 | Application to ROC for prior approval. |
Documents Required
The following list of documents are required:
- Board Resolution
- Special Resolution
- Altered MOA
- Notice of General Meeting
- Explanatory Statement
- Approval letter from ROC
- List of directors
Important Points to Remember
- Section 8 companies require additional approvals compared to normal companies
- Changes must not affect the charitable nature of the company
- Proper documentation is essential
- Timely filing of forms is mandatory
Non-compliance may lead to penalties or rejection of application.
Conclusion
Alteration of MOA in a Section 8 company is a complex process as the company operates under a special license for charitable causes. Changing it is not easy. It must be done carefully and in line, with the law.
To do it right a Section 8 company must follow the steps get all required approvals and submit the correct forms. To do it right a Section 8 company must follow the steps get all needed approvals and submit the right forms.
FAQs
1. Can a Section 8 company alter its MOA?
Yes, but it must follow strict procedures and obtain necessary approvals.
2. Which resolution is required for MOA alteration?
A Special Resolution is required for most changes.
3. Is ROC approval required for all changes?
Yes, For any change in the moa of the company prior approval from ROC is required.
4. Which form is used to file MOA alteration?
Form MGT-14 is commonly used for filing resolutions.
5. What happens if MOA is altered without approval?
The alteration may be invalid and the company may face penalties.
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