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MOA/AOA Amendments - How it Works !

Object Clause Change

Lawful objects can only be stated and included in the objects clause of the memorandum of association, whether the company engages in all those activities or not. Any activity which contravenes the objects clause and is not expressly mentioned in the Memorandum of Association would be considered beyond a company’s powers.

Name Clause

The name clause of the memorandum consists of the authentic, legal and approved name of the company. Company names should not bear any similarities to a company registered with a similar name because many times these companies protect the name of their companies via a Trademark Registration procedure.

Liability Clause

Liability Clause mentions the liability of every member of the Company. The clause also specifies the amount of contribution of agreed upon for each individual participant in case the company is closing or winding up. Irrespective of the financial state of the company, no member can be told to pay more than the amount that remains unpaid on his/her shares.

Capital Clause

This clause mentions the Share capital with which the company is registered.Private companies and public companies not intended to be listed in the stock exchange may assume any face value depending on a number of factors however, public companies to be listed will have a prescribed face value of the shares.

Subscription Clause

The last and final clause of the Memorandum of Association is called the subscription clause. The subscription clause basically lists down the motives of the shareholders behind the incorporation of the company and also states that the subscribers are agreeing to take up shares in the company.

Domicile Clause

The domicile clause comprises all possible details of the registered office of the company. It has the name of the State or Union Territory of the registered office and may and may not have the exact address of the office. It also has the names of the registrars enrolled.

Documents Required for MOA & AOA Amendment

1. Board Resolution

2. Special Resolution

3. Altered MOA & AOA

4. Form MGT 14

5. Notice Of Meeting

6. Altered Capital Clause

7. Identity Proof

8. Proof of Payment

9. Digital Signature

Essential Steps for Amending the AOA and MOA

- A Complete Checklist -

1.Notice for Board Meeting: A notice must be issued at least 7 days in advance of the Board Meeting to all directors, specifying the agenda and details of the meeting.

2.Special Resolution: During the Board Meeting, a special resolution must be passed with the consent of the members to approve changes to the Articles of Association.

3.Fixing Date, Time, and Venue: The date, time, and place for the General Meeting must be determined and communicated to all shareholders in advance.

4.Quorum and Approval: At the General Meeting, the quorum must be verified, and the shareholders’ approval will be sought through a special resolution to amend the clauses in the Articles of Association.

5.Filing with RoC: Within 30 days of passing the special resolution, Form MGT-14 must be filed with the Registrar of Companies (RoC), along with a certified true copy of the special resolution, the explanatory statement, the notice of the meeting sent to members, and the amended Articles of Association.

6.ROC Registration and Certificate: The Registrar of Companies will register the changes made to the Articles of Association (AoA) and issue a certificate confirming the amendments. The alteration will be considered complete and effective only upon the issuance of this certificate. Once received, the company must update all copies of the AoA to reflect the changes.

FAQ on MOA/AOA Amendments

1. What is the Articles of Association (AOA) and Memorandum of Association (MOA)?

The AOA defines the internal rules and regulations governing the company, including the rights and responsibilities of its members and directors. The MOA, on the other hand, outlines the company’s fundamental objectives, scope of operations, and capital structure.

2. Why would a company amend its AOA and MOA?

A company may amend its AOA and MOA for various reasons such as business expansion, change in the company’s objectives, capital restructuring, legal compliance, or to align with new regulations under the Companies Act.

3. What is the process for amending the AOA and MOA?

The process typically involves:

Passing a Board Resolution to approve the proposed changes.
Issuing a Notice for General Meeting to seek shareholder approval.
Passing a Special Resolution in the General Meeting.
Filing Form MGT-14 with the Registrar of Companies (RoC) within 30 days of passing the resolution, along with a certified copy of the resolution, explanatory statement, and updated AOA/MOA.

4. What documents are required for the amendment?

The necessary documents include:

Board Resolution and Special Resolution passed by shareholders.
Explanatory Statement outlining the reasons for the amendment.
Updated AOA and/or MOA reflecting the changes.
Notice of General Meeting sent to shareholders.
Form MGT-14 for filing with RoC.

5. How long does it take to amend the AOA and MOA?

The entire process can take several weeks, depending on the board and shareholder approval process and the time taken to file the necessary documents with the RoC.

6. Are there any fees associated with the amendment?

Yes, fees are applicable for filing Form MGT-14 with the RoC. The fees depend on the nature of the amendment and the company's authorized capital, in addition to stamp duty on the amended documents.

7. What happens after the amendment is approved ?

Once the amendment is approved, the RoC will register the changes and issue a Certificate of Amendment. The company must then update all copies of its AOA and MOA to reflect the changes.

8. Can the AOA and MOA be amended without shareholder approval?

No, shareholder approval is mandatory. A Special Resolution must be passed by shareholders during a General Meeting to amend the AOA or MOA.

9. What are the consequences of not filing the amendment with RoC?

Failure to file the amendment with the RoC within the stipulated time frame may result in the amendment not being legally recognized, and the company could face penalties or legal issues.

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Place your query/Request Call Back from our experts

Place your query/Request Call Back from our experts

MOA/AOA Amendments - How it Works !

Documents Required for MOA & AOA Amendment

Essential Steps for Amending the AOA and MOA

- A Complete Checklist -

FAQ on MOA/AOA Amendments

FAQ on MOA/AOA Amendments

1. What is the Articles of Association (AOA) and Memorandum of Association (MOA)?

2. Why would a company amend its AOA and MOA?

3. What is the process for amending the AOA and MOA?

4. What documents are required for the amendment?

5. How long does it take to amend the AOA and MOA?

6. Are there any fees associated with the amendment?

7. What happens after the amendment is approved ?

8. Can the AOA and MOA be amended without shareholder approval?

9. What are the consequences of not filing the amendment with RoC?

Client Testimonials
We Are Rated 4.8 on Google

.

Place your query/Request Call Back from our experts

Place your query/Request Call Back from our experts

MOA/AOA Amendments - How it Works !

Documents Required for MOA & AOA Amendment

Essential Steps for Amending the AOA and MOA

- A Complete Checklist -

FAQ on MOA/AOA Amendments

FAQ on MOA/AOA Amendments

1. What is the Articles of Association (AOA) and Memorandum of Association (MOA)?

2. Why would a company amend its AOA and MOA?

3. What is the process for amending the AOA and MOA?

4. What documents are required for the amendment?

5. How long does it take to amend the AOA and MOA?

6. Are there any fees associated with the amendment?

7. What happens after the amendment is approved ?

8. Can the AOA and MOA be amended without shareholder approval?

9. What are the consequences of not filing the amendment with RoC?

Client Testimonials We Are Rated 4.8 on Google

Client Testimonials
We Are Rated 4.8 on Google