MOA and AOA Alteration
Any Company which intends to make any alteration in the Memorandum of Association and Article of Association of the Company, it will have to comply with applicable provisions of the Companies Act, 2013 and applicable rules made thereunder. The Company can alter its MOA & AOA by way of its modification, alteration, substitution, deletion or in any other way. Letโs take a look on Procedure for Change in Alteration of MOA and AOA.
Alteration of Memorandum of Association
The Memorandum of Association is considered as charter Document of the Company. Change inย Memorandum of Associationย is a lengthy and extensive procedure while making any alteration in the MOA due care to be taken.
Steps to be followed for the Alteration in Memorandum of Association
Step 1:ย Convey the
Board Meeting with respect to that
issue of the Board Meeting Notice at
least 7 days before the date of Board
Meeting.
Step2:ย Hold the Board Meeting and pass the
resolution for the alteration of
Memorandum of Association subject to
the approval ofย Shareholder[1]ย Meeting
Step3:ย For convening the Shareholder
Meeting, fix the date, day, time and
venue and authorizing a director or
any other person to send the notice to
the Members.
Step 4:ย Issue the Notice of Shareholder
Meeting at least 21 days before the
date of the Shareholder Meeting. The
shorter notice of ShareholderMeeting
can also be called if the consent of
at least 95% of such part of paid-up
capital of the Company has given the
consent for the same.
Step 5:ย Hold the Shareholder Meeting, pass
the special resolution for the same
with the majority consent of the
Shareholder.
Step 6:ย After passing the Resolution, file
the Form MGT-14 within 30 days from
the passing of the special resolution
along with file certified true copy of
the resolution along with Explanatory
statement, altered copy of Memorandum
of Association, or any other documents
as required from time to time if any.
Alteration in Article of Association
The Article of Association of the Company is the Bye-laws or rules or regulation of the Company which need to be followed. Every alteration in the Article of Association of the company needs to follow the procedure as prescribed under theย Companies Act, 2013[2].
Steps to be followed for the Alteration in Article of Association
Step 1:ย Convey the
Board Meeting and issue the Notice
atleast 7 days before the date of
Board Meeting.
Step 2:ย Hold the Board Meeting and pass the
resolution for the alteration of
Article of Association subject to the
approval of Shareholders meeting.
Step3:ย For convening the Shareholder
Meeting, fix the date, day, time and
venue and authorizing a director or
any other person to send the notice to
the Members.
Step 4:ย Issue the Notice of Shareholder
Meeting at least 21 days before the
date of the Shareholder Meeting. The
shorter notice of Shareholder Meeting
can also be called if the consent of
at least 95% of such part of paid-up
capital of the Company has given the
consent for the same.
Step 5:ย Hold the Shareholder Meeting, pass
the special resolution for the same
with the majority consent of the
Shareholder.
Step 6:ย After passing the Resolution, file
the Form MGT-14 within 30 days from
the passing of the special resolution
along with file certified true copy of
the resolution along with Explanatory
Statement, altered copy of Article of
Association, or any other documents as
required from time to time if any.
What are the items covered under the Companies Act, 2013 required to amend the Memorandum of Association of the Company?
The items which are covered under the AOA for alteration are as under:
- Change in Object Clause
- Alteration of Share Capital
- Shifting of Registered Office
- Change in name of the Company
- Change in the liability of Members of the Company
What are the items covered under the Companies Act, 2013 required to amend the Article of Association of the Company?
The items which are covered under the AOA for alteration are as under:
- Conversion of private to Public Company
- Conversion of Public to Private Company
- Change in name of the Company
- Any other amendment as and when required, if any.
Conclusion
If the Company has taken any major decision and it requires amendment of the Memorandum of Association and Article of Association then the procedure needs to be followed as prescribed under the Companies Act, 2013.