Template Description
The Memorandum Amendment Resolution Template is a professionally drafted, legally compliant document used to record the formal decision of a company’s Board of Directors or Shareholders to alter its Memorandum of Association (MOA). This resolution is essential for effecting changes in key company parameters such as name, registered office, business objects, and capital structure under the Companies Act, 2013. This 3-page MS Word official resolution template ensures accuracy, legal validity, and procedural integrity during statutory modifications and Registrar of Companies (ROC) filings.
Understanding the Memorandum Amendment Resolution Template
This template provides a structured legal format to document corporate decisions pertaining to MOA amendments. It is required to be passed at a Board Meeting or General Meeting, depending on the type of amendment, and is submitted along with prescribed ROC forms as per applicable sections of the Companies Act.
Key Features of the Template
- Standard Legal Formatting & Referencing: Begins with the date, resolution number, company details, and reference to the Companies Act, 2013 (primarily Sections 13 and 4). It includes headings such as: Name of the Company, CIN, Registered Office Address and Department (Legal/Corporate Affairs)
- Multiple Amendment Scenarios Covered: The template allows for the inclusion of one or more of the following MOA amendments: Name Clause, Registered Office Clause, Object Clause and Capital Clause
- Name Clause Amendment: Enables legal renaming of the company, referencing the new name and providing format-ready language to substitute.
- Registered Office Amendment: For intra-state or inter-state office relocation, includes language aligned with ROC and Regional Director requirements, indicating procedural clarity and compliance.
- Object Clause Amendment: Clearly defines revised main objectives under Clause III(A). Provides room to revise ancillary objects (Clause III(B)). Optionally deletes the Other Objects clause (Clause III(C)) for compliance with the Companies Act, 2013.
- Capital Clause Amendment: Authorises a change in authorised share capital. Reflects updated capital figures and composition in exact wording required for ROC filing in SH-7.
- Authorisation to Sign & File Forms: Provides a standardised format to authorise a Director or Company Secretary to: Sign ROC eForms, Submit certified resolutions, Update company registers, records, and statutory documents
- Certified True Copy Section: Includes closing certification language with signature block for the authorised signatory, DIN or Membership Number, and date/place of execution for official validation.
Conclusion
The Memorandum Amendment Resolution Template is a critical legal document for companies undergoing structural, operational, or compliance changes that require alterations in their MOA. It offers a comprehensive, compliant, and editable framework for facilitating seamless ROC filing, stakeholder communication, and corporate record-keeping. Whether you’re updating your company’s name, relocating offices, expanding business activities, or restructuring capital, this template ensures that all necessary resolutions are passed by legal requirements and best governance practices.