Alteration of MOA / AOA of your company

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Overview

Under the Companies Act, 2013, the Memorandum of Association (MOA) and Articles of Association (AOA) of a company can be altered through a special resolution passed by the shareholders in a general meeting. The process typically involves giving proper notice to shareholders, holding a meeting, and obtaining the approval of at least three-fourths of the shareholders in attendance. The altered MOA/AOA must then be filed with the Registrar of Companies (ROC).

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Process of Alteration of MOA & AOA

PointsAlteration of MOAAlteration of AOA
MEANINGThe Memorandum of Association (MOA) is a foundational, publicly available document that defines a company’s scope, objectives, and its relationship with external parties. It outlines the company’s purpose, the powers vested in its directors, and the rights and duties of its shareholders, effectively serving as a contract between the company and its shareholders.The Articles of Association (AOA) is a document that outlines a company’s internal regulations and bylaws. It governs the company’s management and administration, establishing procedures for decision-making and business conduct. The AOA supplements the Memorandum of Association (MOA), and together, these documents constitute the company’s constitution.
KEY CLAUSES ARE ALTERED OF MOA & AOA1. Name Clause
2. Registered Office Clause
3. Object Clause
4. Liability Clause
5. Capital Clause
Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way, only if it wants. Including alterations having the effect of conversion of – 1. Private company into a public company. 2. Public company into a private company
STEPS FOR ALTERATION IN ARTICLE OF ASSOCIATION:STEP – I: Convey Board Meeting of Directors
STEP –II: Held Board Meeting STEP- III: Issue Notice of General Meeting
STEP- IV: Hold General Meeting
STEP- V: Filing of form with ROC
STEP – I: Convey Board Meeting of Directors
STEP –II: Held Board Meeting STEP- III: Issue Notice of General Meeting
STEP- IV: Hold General Meeting
STEP- V: Filing of form with ROC
DUE DATE FOR FILING OF ALTERATION COPIES OF MOA AND AOAWithin 30 days of passing the resolution for such alterations.Within 30 days of passing the resolution for such alterations.

 

Different Kinds OF MOA & AOA FORMS

Sl. NoMOA FormTable
1Company Limited by SharesTABLE A
2Company Limited by Guarantee and not having share capitalTABLE B
3Company Limited by Guarantee and having share capitalTABLE C
4Unlimited Company and not having share capitalTABLE D
5Unlimited Company and having share capitalTABLE E
   

 

Sl. NoAOA FormTable
1company limited by shares.TABLE F
2company limited by guarantee and having share capital.TABLE G
3company limited by guarantee and not having share capitalTABLE H
4unlimited company and having share capitalTABLE I
5unlimited company and not having share capitalTABLE J