Alteration Of MOA and AOA

MoA & AoA Changes

The Memorandum of Association MOA is an important document of a Private Limited Company in certain Jurisdictions. It contains the Article of Association (AOA) as the company’s internal constitution for regulating the business operation.

It shows the company’s initial capital and the ‘object clause’ which lets the shareholders, creditors, and those dealing with the company know about what is the limit of range of operation. While incorporating a company, the memorandum is mandatory to be filed with the Registrar.

The Articles of Association mainly consists of the following –

• First Directors of Company.
• Share Capital and Variation of Rights.
• Transfer and Transmission of shares.
• Annual General Meeting, Extraordinary General Meeting and Board Meeting, voting rights of the members in such meetings and provisions about veto power.
• Details of First Subscribers.
• Dividends and Reserve policies.
• Details regarding Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer.
• The closure of the company along with the conditions under which it can be dissolved are also discussed.
• The Members of the Board are bound by a confidentiality clause as stated in the AoA, which means that no member can disclose the functioning of the company to an outsider.

The Memorandum of Association consists of the following:

• Name of the company
• State in which the company has its registered office
• Objects of the company and matters considered important related to these objects
• Liability of the Members in the company
• Share capital of the company

Now that you know what constitutes the MoA and AoA of the company and that both Memorandum of Association and Articles of Association can be changed, as per the requirement of the company, let’s talk a little bit about the process that is required to be followed to make amendments in either of the two.

A meeting is conducted by the Members of the Board to make changes in the AoA and MoA of the company. Even though both these documents can be altered in the same meeting, the process thereof might be different.

Process for The Alteration in Memorandum of Association:

Step 1: 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: Hold the Board Meeting and pass the resolution for the alteration of Memorandum of Association subject to the approval of Shareholder Meeting.

Step3: 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: 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: Hold the Shareholder Meeting, pass the special resolution for the same with the majority consent of the Shareholder.

Step 6: 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.

Process for The Alteration in Article of Association:

Step 1: Convey the Board Meeting and issue the Notice at least 7 days before the date of Board Meeting.

Step 2: Hold the Board Meeting and pass the resolution for the alteration of Article of Association subject to the approval of Shareholders meeting.

Step3: 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: 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: Hold the Shareholder Meeting, pass the special resolution for the same with the majority consent of the Shareholder.

Step 6: 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.