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Special Resolution for Adoption of new set of Memorandum MoA

resolution for adoption of new set of memorandum of association as per companies act 2013In accordance with section 13 of the Companies Act, 2013, a company may alter its memorandum of association only after obtaining the approval of the members/shareholders by a special resolution.

Template of such special resolution for adoption of new set of articles is as follows—



SAMPLE

#. To Adopt a New Set of Memorandum of Association (MoA) of the company as per Companies Act, 2013

To consider and if thought fit, to pass the following resolution with or without modification(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act, 2013 (the ‘Act’), read with the Companies (Incorporation) Rules, 2014, and any other applicable provisions, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, the consent of the members of the company be and is hereby accorded to substitute the existing Memorandum of Association of the company with a new set of Memorandum of Association (MoA) as per the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT Ms. ..............., Managing Director and Mr. ....................., Company Secretary of the company be and is hereby severally authorized to do all such acts, deeds and things as may be necessary or incidental in this regard to give effect to the foregoing resolution including filing of all the necessary e-forms with the office of the Registrar of Companies, ..................”


Explanatory Statement pursuant to Section 102(1) of the Companies, Act, 2013

Item No. ...:

The existing Memorandum of Association (MoA) is based on the erstwhile Companies Act, 1956. The Alteration of MoA is necessary to bring the existing MoA in line with the new Companies Act, 2013.

According to the new act, the companies now have only Main Business and Ancillary and Incidental Businesses to the attainment of Main Business, therefore it is important to alter and adopt the new set of Memorandum of Association as per the Companies Act, 2013. The new set of MoA is based on Table-A of the Companies Act, 2013.

A copy of the proposed set of new Memorandum of Associations of the company would be available for inspection at the registered office of the company during the business hours on any working day between 11am to 1:30pm up to the date of the Annual General meeting.

None of the Directors and Key Managerial Personnel of the company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.

The Board commends the passing of the resolution set out at Item No. ... for the approval of the members of the company by a special resolution.




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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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Relevant Resolution:

Special Resolution for Adoption of New Set of Articles of Association (AoA) - format available here

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