AOA MOA Ammendment

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Alteration of Articles of Association contains following clauses:-

  • Name of the Company,
  • Liability of members of the company;
  • Authorised share capital of the company
  • State of India where registered office of the company is situated
  • Main objects of the Company and matters considered necessary in furtherance thereof,

Every alteration in the MOA will be made only in these clauses, either in all or any of these clauses. Therefore the situations under which the MOA needs to be altered are:

  • Change in the name of the Company
  • Change of registered office of the Company.
  • Change in Object Clause of the company
  • Change in authorised capital of the company.
  • Change in the liability of the members of the company

Alteration MOA under Companies Act’2013

  • Hold board meeting to recommend the proposal for members’ consideration by passing special resolution.
  • Give notice of Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM
  • Since alteration of the memorandum is a special business therefore an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
  • Special resolution: For alteration of any of the clauses of memorandum of association, except the capital clause, consent of members by way of special resolution is required. However, in case of alteration of authorised share capital, consent of members by way of ordinary resolution as stated in section 61 is required.

The company is required to file special resolution passed by shareholders for Alteration of Articles of Association with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution

  • Alteration made under section 13 shall not have any effect until it has been registered
  • A certified copy of the special resolution alongwith notice and explanatory statement of the general meeting in which resolution is passed and the altered memorandum and articles are to be attached as attachments to the form MGT-14. Copy of approval from the central govt. filed with the registrar in case of change in name and registered office clauses of the memorandum.

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