01 November 2014
not possible as company is formed for profit and business purpose with specified business oject claused mentioned in MOA whereas ngo is basically formed for non profit organisation and for social activities
19 July 2024
Yes, there is a provision to make changes to the Memorandum of Association (MOA) of a private limited company, including converting it to a non-governmental organization (NGO) or altering its objectives to align with NGO activities. Here’s how you can proceed:
### Changing MOA of a Private Limited Company to NGO
1. **Board Resolution:** - Hold a Board Meeting and pass a resolution proposing amendments to the MOA to change the company’s status to an NGO and modify its objectives accordingly.
2. **Approval of Shareholders:** - Call an Extraordinary General Meeting (EGM) and obtain approval from shareholders for the proposed amendments to the MOA. A special resolution will typically be required, which needs approval from at least 75% of the shareholders.
3. **Drafting Amended MOA:** - Prepare a draft of the amended MOA reflecting the changes: - Change in the name and status of the company from private limited to an NGO. - Alteration of objectives to include charitable or non-profit activities as per NGO requirements.
4. **Submission to ROC:** - File Form MGT-14 with the Registrar of Companies (ROC) along with: - Certified copies of the Board resolution and special resolution passed by shareholders. - Copy of the amended MOA.
5. **Approval from ROC:** - Upon verification and satisfaction that all requirements are met, the ROC will approve the changes and issue a new Certificate of Incorporation reflecting the company’s status as an NGO.
6. **Intimation to Other Authorities:** - Inform other relevant authorities, such as the Income Tax Department and any regulatory bodies, about the change in the company’s status and objectives.
### Points to Consider:
- **Compliance:** Ensure compliance with all statutory requirements and regulations applicable to NGOs in India, including those under the Income Tax Act for tax-exempt status.
- **Legal Advice:** Seek legal advice to ensure all steps are followed correctly and to understand the implications of changing the company’s status to an NGO.
- **Documentation:** Maintain records of all resolutions, filings, and communications related to the change in the company’s status.
### Conclusion:
Changing the Memorandum of Association of a private limited company to reflect its status as an NGO involves following specific legal procedures and obtaining approvals from shareholders and regulatory authorities. By adhering to these steps and ensuring compliance with all legal requirements, you can successfully make the necessary changes to transition your company to an NGO.
Certainly! When changing the Memorandum of Association (MOA) of a private limited company to convert it into a non-governmental organization (NGO) or to modify its objectives accordingly, you need to adhere to the provisions laid down in the Companies Act, 2013 and related rules. Here’s how it can be done along with the relevant MCA sections:
### Procedure to Change MOA of Private Limited Company to NGO
1. **Board Resolution:** - Convene a Board Meeting and pass a resolution to propose amendments to the MOA. This resolution should outline the changes necessary to convert the company into an NGO and modify its objectives accordingly. - **MCA Section:** Section 173 of the Companies Act, 2013 governs the convening of Board Meetings and passing of resolutions.
2. **Shareholders’ Approval:** - Call an Extraordinary General Meeting (EGM) and obtain approval from shareholders for the proposed amendments to the MOA. - Pass a special resolution at the EGM approving the changes. A special resolution requires the affirmative votes of shareholders representing at least 75% of the total voting rights. - **MCA Section:** Section 114 of the Companies Act, 2013 specifies the requirement for passing special resolutions at general meetings.
3. **Drafting Amended MOA:** - Prepare a draft of the amended MOA reflecting the changes: - Change in the name and status of the company from private limited to NGO. - Alteration of objectives to include charitable or non-profit activities as per NGO requirements. - Ensure the draft complies with all legal requirements and includes necessary clauses to define the new objectives and status of the company. - **MCA Section:** Section 4 and Section 13 of the Companies Act, 2013 govern the contents and amendment process of the MOA.
4. **Filing with ROC (Registrar of Companies):** - File Form MGT-14 with the ROC within 30 days of passing the special resolution at the EGM. - Submit the following documents along with Form MGT-14: - Certified copies of the Board resolution and special resolution. - Copy of the amended MOA. - **MCA Sections:** Section 117(3)(a) and Section 117(3)(g) of the Companies Act, 2013 govern the filing requirements with the ROC.
5. **Approval from ROC:** - The ROC will review the documents and, if satisfied, will approve the changes. - Upon approval, the ROC will issue a new Certificate of Incorporation reflecting the company’s updated status as an NGO. - **MCA Section:** Section 18 of the Companies Act, 2013 deals with the issuance of a new Certificate of Incorporation upon amendment of MOA.
6. **Intimation to Other Authorities:** - Inform other relevant authorities, such as the Income Tax Department and any regulatory bodies, about the change in the company’s status and objectives.
### Points to Consider:
- **Compliance:** Ensure compliance with all statutory requirements under the Companies Act, 2013 and any other relevant laws applicable to NGOs in India.
- **Legal Advice:** Seek legal advice to ensure all steps are followed correctly and to understand the implications of changing the company’s status to an NGO.
- **Documentation:** Maintain records of all resolutions, filings, and communications related to the change in the company’s status.
By following these steps and complying with the relevant sections of the Companies Act, 2013, you can successfully amend the Memorandum of Association of your private limited company to convert it into an NGO and modify its objectives accordingly.
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