Alteration of MOA and AOA of a Company - Compliances
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Compliances for Alteration of MoA and AoA
Updated on December 31, 2022 04:39:28 PM
When a company wants to alter its MoA (Memorandum of Association) and AoA (Articles of Association), it must adhere to the provisions outlined in the Companies Act, 2013. The process involves several steps and compliances, regardless of the type of company. Here’s a comprehensive guide to changing the MOA and AOA of a company:
Conduct Board Meeting: The board of directors must convene a meeting to discuss and approve the alteration of MOA and AOA. A notice of at least 7 days is required to convene the meeting.
Pass Resolution: In the board meeting, a special resolution must be passed to approve the alteration of MOA and AOA. The resolution should be passed by a three-fourths majority of the directors present at the meeting.
File Form MGT-14: Within 30 days of passing the resolution, the company must file Form MGT-14 with the Registrar of Companies (ROC). This form contains the special resolution along with other required documents.
File Form INC-24: After receiving approval from the ROC, the company needs to file Form INC-24 for approval of the Central Government for alteration of MOA.
Amend MOA and AOA: Once the approvals are received, the company can proceed to amend its MOA and AOA accordingly. The amended documents should be filed with the ROC within 30 days of approval.
Issue New Certificates: Upon approval, the ROC will issue new certificates of incorporation reflecting the changes in the MOA and AOA. The new documents will be effective from the date of issuance of the certificates.
It’s important to note that any alteration in the MOA and AOA should not be contrary to the provisions of the Companies Act, 2013, and should be in the best interests of the company and its stakeholders.
Alteration of MOA( Memorandum of Association)
The changes to the MOA( Memorandum of Association) is a very intricate process and it requires taking aid from a professional for the amendment process of MOA in any company. Follow the process for alteration of MoA in a company given below.
Compliances for Alteration of MoA in a company
To change the Memorandum of Association (MoA) in a company, follow these steps and comply with the relevant regulations:
Notice for Board Meeting: Issue a notice for the Board Meeting at least 7 days before the meeting date to discuss the alteration of the MoA.
Board Meeting: Conduct the Board Meeting to approve the alteration of the MoA. The resolution should be passed unanimously, subject to approval from the shareholders.
Select Meeting Details: Determine the date, time, and venue for the shareholder meeting and authorize a person to send notices to the shareholders.
Notice to Shareholders: Send notices to the shareholders at least 21 days before the Board Meeting date, informing them about the proposed changes to the MoA.
Shareholder Meeting: Hold the shareholder meeting and obtain approval from the majority of the shareholders to pass the resolution for changing the MoA.
File Form MGT-14: After obtaining shareholder approval, file Form MGT-14 with the Registrar of Companies (ROC) within 30 days. Include a copy of the passed resolution, updated MoA, and any other required documents.
Ensure compliance with all legal requirements and seek professional advice if needed to avoid any errors or omissions in the amendment process of the MoA.
List of Clauses that are covered under MOA
The list of Clauses that are covered under Memorandum of Association for its amendment are:
Change in Object Clause
Alteration of Share Capital
Relocation of Registered Office
Change in name of the Company
Change in the liability of Members of the Company
Alteration of AOA( Articles of Association)
The Articles of Association (AoA) of a company contain essential rules and regulations governing its internal management. It is a crucial document as it outlines the company’s internal workings. Any alteration to the AoA requires prior approval from the board members and shareholders, followed by passing a resolution to change the AoA of the company.
In conclusion, changing the Articles of Association (AoA) and Memorandum of Association (MoA) of any company requires adherence to various legal processes and procedures. A proper process includes conducting board and shareholder meetings, obtaining approval from the majority of stakeholders, and filing necessary forms with updated AoA and MoA. For assistance with altering the AoA and MoA of a company, please contact our team at Taxvilla to simplify the process for you.
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