Altering the Memorandum of Association (MOA) and Articles of Association (AOA) involves a few crucial steps to ensure legal compliance. First, obtain a resolution from the board of directors to approve the proposed changes. Next, secure a special resolution from the shareholders during a General Meeting, requiring a 75% majority vote. After that, file the amended MOA and AOA with the Registrar of Companies (ROC), ensuring all forms and documents are correctly submitted. Finally, update stakeholders and comply with public notification requirements to reflect the changes accurately. Following these steps ensures that the alterations are legally valid and properly recorded.
Compliances for Alteration of MOA in a Company
- Step 1: Release a notice for the Board Meeting at least 7 days before the scheduled date to discuss the changes in the MoA.
- Step 2: Conduct the Board Meeting, where the board must pass a resolution to alter the MoA. This resolution is subject to approval from the shareholders.
- Step 3: Set the date, time, and venue for the General Meeting of shareholders. Designate an individual to send out notices to shareholders regarding the meeting.
- Step 4: Send the notice to shareholders at least 21 days prior to the General Meeting to ensure proper notice period.
- Step 5: Hold the General Meeting and obtain approval from the majority of shareholders for the resolution to amend the MoA.
- Step 6: File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution. Include a copy of the passed resolution, the updated MoA, and any other necessary documents.
List of Clauses Covered Under MOA for Amendment
- Change in Object Clause: Modifying the company’s main objectives or business activities.
- Alteration of Share Capital: Adjusting the company’s authorized or paid-up capital structure.
- Relocation of Registered Office: Moving the company’s registered office to a new address.
- Change in Company Name: Updating the official name of the company.
- Change in Liability of Members: Adjusting the extent of liability of company members.
Alteration of Articles of Association (AOA)
Altering the Articles of Association (AOA) involves updating the internal rules and regulations governing a company. This process requires passing a special resolution in a General Meeting of shareholders, filing the amended AOA with the Registrar of Companies (ROC), and complying with regulatory procedures. Amendments to the AOA can address changes in management, share structure, or operational procedures, ensuring the company’s governance remains aligned with its evolving needs.
Compliances for Alteration of AOA in a Company
- Step 1: Release a notice for the Board Meeting at least 7 days before the meeting to discuss the proposed changes to the AOA.
- Step 2: Conduct the Board Meeting, where the board must pass a resolution for the alteration of the AOA, pending shareholder approval.
- Step 3: Schedule the General Meeting of shareholders, ensuring to designate someone to send out the meeting notices.
- Step 4: Send notices to shareholders at least 21 days before the General Meeting to allow adequate time for review.
- Step 5: Hold the General Meeting and obtain approval from the majority of shareholders to pass the resolution for altering the AOA.
- Step 6: File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of the resolution. Include the updated AOA, the passed resolution, and any other required documents.
Conclusion
The Memorandum of Association (MOA) and Articles of Association (AOA) are fundamental documents that define a company’s identity and governance. The MOA outlines the company’s objectives, scope, and foundational elements, while the AOA sets out the internal rules for its management and operations. Together, they establish the legal framework for the company’s activities and governance, ensuring clarity and compliance with regulatory standards. Maintaining and updating these documents is crucial for adapting to changes and sustaining effective corporate management