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ALTERATION OF MOA - AOA

Memorandum of Association is a legal document of the company prepared at the time of incorporation of the company with an option to carry out alteration of memorandum of association as and when required. It is a document which consists of various clause related to the company and it defines the scope of business activities of the company

Articles of association form a document that specifies the regulations for a company's operations and defines the company's purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records

 


MEMORANDUM OF ASSOCIATION


Memorandum of Association:


A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. The MOA is accessible to the public and describes the company’s name, physical address of registered office, names of shareholders and the distribution of shares. The MOA and the Articles of Association serve as the constitution of the company.

Main Clauses of Memorandum of Association


• Name Clause : This particular clause states the proposed name of the limited liability company.
• Registered Office Clause : This clause lists of the locations where the company operates and can be located.
• Objective or Objects Claus.
• Liability Clause.
• Capital Clause.
• Association Clause.

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.




PROCEDURE FOR CHANGE OF MEMORANDUM OF ASSOCIATION


Step 1.
Convey Board Meeting of Directors:
(As per section 173 and SS-1)


• Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.

• Attach Agenda

• Notes to Agenda

• Draft Resolution

Step 2.
Held Board Meeting:
(As per section 173 and SS-1)


• At the Board meeting, the Board resolutions shall be passed in respect of alteration in MOA.
• To obtain Approval for Alteration in Memorandum of Association and recommending the proposal for members’ consideration by way of special resolution.
• Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.

Step 3.
Issue Notice of General Meeting:
(Section 101)


Notice of EGM shall be given at least 21 days before the actual date of EGM.
EGM can be called on Shorter Notice with the consent of atleast majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting:
• All the Directors.
• Members.
• Auditors of Company.

Step 4.
Hold General Meeting:
(Section 101)


• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not.
(As per Section- 146).
• Pass Special Resolution.
[Section-114(2)]
• Approval of Alteration in MOA.

Step 5.
Filing of form with ROC:
(Section 117)


File Form MGT-14 within 30 days of passing the special resolution, along with given documents:-
• Certified True Copies of the Special Resolutions along with explanatory statement;
• Copy of the Notice of meeting send to members along with all the annexure;
• A printed copy of the Altered Memorandum of Associations.

Article of Association


company's operations and defines the company's purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records.
The articles of a company shall contain the regulations for management of the company.
The articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I as may be applicable to such company.



PROCEDURE FOR CHANGE OF ARTICLE OF ASSOCIATION


Step 1.
Convene and hold a Board meeting


Notice shall be given at least 7 days before the meeting.
Required Resolutions must be passed at the Board Meeting.
To Fix time, date and venue for holding a general meeting of the company for passing a special resolution.
Approve notice, agenda and explanatory statement to be annexed to the notice of the general meeting as per 102 of the Act.

Step 2.
Send a notice of General Meeting


Not less than clear 21 days before the date of General Meeting.

To whom Notice shall be give :
• Directors,

• Members, and

• Auditors

Step 3.
Convene and hold a General Meeting


Pass the Special Resolution for Alterations of Articles

In Case of Listed Company

Forward a copy of the proceedings of the General meeting to the concerned stock exchanges as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Step 4.
File MGT-14 with ROC


Time Limit- within 30 days of passing the special resolution, along with given documents:-

• Certified True Copies of the Special Resolutions along with explanatory statement

• Copy of the Notice of meeting send to members along with all the annexure.

• A printed copy of the Altered AOA.


Alteration of Article of Association due to Conversion of
Private Company into Public Company
or Public Company into Private Company

Any alteration having the effect of conversion of a public company into a private company shall not be valid unless it's approved by an order the Central Government on an application made in form INC-27.

Every alteration of the articles under this section and a copy of the order of the Central Government approving the alteration shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days , who shall register the same.

For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.

As Per Section 14(1) of the Companies Act 2013 Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of—

(a) a private company into a public company; or

(b) a public company into a private company.