Compliances for Alteration of MoA and AoA

Updated on January 16, 2024 02:50:24 PM

A company which plans to alter its MoA(Memorandum of Association) and AoA(Articles of Association) has to follow the compliances and provisions mentioned under the companies Act, 2013. The Alteration of MoA and AoA of a private limited company or any other type of company requires various procedures to be followed. Let’s have a look at the procedure and compliances for alteration of MoA and AOA of a company. Follow the complete guide to change the MOA and AOA of a company with the steps mentioned below.

MOA and AOA are the most important documents for any company whether it is a Private Limited company, section 8 company, public limited company, limited liability partnership, or any other type of company, the provisions for changing the MOA and AOA are mostly the same for all the company types.

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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.

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Compliances for Alteration of MoA in a company

Follow the below mentioned steps and compliances for changing the Memorandum of Association(MoA) in a company.

Step-1: the notice for the Board Meeting must be released at least 7 days prior to the date of Board Meeting for change in MOA.

Step-2: Hold a Board Meeting for alteration of MoA and pass a resolution unanimously subject to the approval from the shareholders also.

Step-3: Select the date, time and venue for the shareholder meeting and a person must be authorised to send the notices to the shareholders for the meeting.

Step-4: The notice to the shareholders must be sent at least 21 days prior to the Board Meeting date.

Step-5: Hold the shareholder meeting and take approval from the majority of the shareholders to pass the resolution for changing the MOA of the company.

Step-6: Submit Form MGT-14, along with the copy of the passed resolution, updated copy of Memorandum of Association, and any other relevant documents within 30 days of passing the resolution for amendment of MOA of the company.

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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
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Alteration of AOA( Articles of Association)

All the important rules and regulations of the company are mentioned in the Articles of Association(AoA) of the company. It is an important document for the company as it contains all the information of internal management of the company. Any alteration in the AOA of the company needs prior approval from the board members and shareholders and passing the resolution for change in AOA of the company.

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Compliances for Alteration of AoA in a company

There are several compliances to be followed for Alteration of AoA in a company. To change the AOA of a company follow the steps given below:

Step-1: the notice for the Board Meeting must be released at least 7 days prior to the date of Meeting for alteration in AOA.

Step-2: Hold a Board Meeting for alteration of AoA and pass a resolution unanimously which is subject to the approval from the shareholders also.

Step-3: Select the Date, Time and Venue for the shareholder meeting and a person must be authorised to send the notices to the shareholders for the meeting.

Step-4: The notice to the shareholders must be sent at least 21 days prior to the actual Board Meeting date.

Step-5: Hold the shareholder meeting and take approval from the majority of the shareholders to pass the resolution for changing the AOA of the company.

Step-6:Submit Form MGT-14, along with the copy of the passed resolution, updated copy of Articles of Association, and any other relevant documents within 30 days of passing the resolution for amendment of AOA of the company.

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List of Clauses that are covered under AOA

The list of Clauses that are covered under Articles of Association(AOA) for its amendment are:

  • First Director of the company
  • Share Capital
  • Details of Subscribers
  • Dividend and reserves policy
  • Details of Key Managerial Positions

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Conclusion

In conclusion it must be asserted that changing the AOA and MOA of any company requires various legal processes and procedures to be followed. A proper process has to be followed for changing the AOA and MOA of a company which includes conducting board meetings and shareholder meetings and take approval from majority of the stakeholders and then file necessary forms attaching the updated AOA and MOA. Hope you understood the compliances and process for changing the AOA and MOA of a company.

In case you need any assistance in alteration of MOA and AOA of a company, just contact our Team at Professional Utilities to make the process easier for you.

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FAQs on Changing AOA and MOA

Can MOA and AOA be changed?

Yes, it is possible to change AOA and MOA of a company through the Board Resolution and taking consent from the shareholders as well.

What are the guidelines for alteration of articles of association?

The event of changing the AOA of the company must be passed through a Board resolution with majority and conducting Board meeting for the alteration process.

Which form is filed for alteration of MOA?

Form MGT- 14 must be filed for alteration of MOA of the company.

What are the steps for alteration in articles of association?

The steps for alteration of AOA includes calling a Board Meeting, taking consent from all the stakeholders, and filing the Form MGT-14 with the registrar.

How Memorandum of Association can be altered?

A MOA of a company can be altered by passing a Board Resolution, and taking consent from all the stakeholders and then filing Form MGT-14 with ROC for changing the MOA.

What are the main clauses of the Memorandum of Association?

The main clauses of Memorandum of Association are Name clause, Liability Clause, Registered Office clause, Capital clause, Object clause.

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