Amendment in MoA and AoA

Any company incorporated by the registrar of companies shall be governed and regulated by the Companies Act 2013 and rules made there-under, apart from applicability of Companies Act, the company is also regulated and governed by its by-laws. These by-laws are mentioned in Memorandum of Association (MoA) and Articles of Association (AoA). The MoA mainly contains the object clause, name of the company, address of the company, liability of the members of the company and Company’s share capital on the other hand AoA comprises of all the rules and regulations which govern the company, all these rules and regulations in AoA are within the guidelines and provisions as contained in The Companies Act 2013 and rules made there-under.

Main Clauses of Articles of Association:

• Share Capital and Variation of Rights
• Lien clause
• Call on Shares
• Transfer of Shares
• Transmission of Shares
• Alteration of Capital
• Buy back of shares
• General Meetings
• Proceedings at General Meeting
• Adjournment of Meeting
• Voting Rights
• Proxy
• Board of Directors
• Proceedings of the Board
• CEO, Manager, CFO rights
• Common seal
• Dividend and Reserve
• Accounts of the company
• Winding up of company
• Indemnity Clause

For effective and smooth functioning of the company, there might comes requirement for alteration / amendment in MoA and AoA of the company. In case if there is any change in the above mentioned MoA or AoA clause then amendment in MoA and AoA need to be occur.

Procedure of amendment in MoA and AoA of the company:

1. A notice for a minimum of seven clear days is required for convene of a Board meeting along-with agenda item regarding alteration of MoA or AoA clause.
2. In a duly convened board meeting, a resolution need to be passed for alteration of MoA / AoA clause, there must also be a resolution to authorize any director to file necessary forms before the registrar of companies, there must also be a resolution authorizing any Director or Secretary to sign notice for calling General Meeting along-with agenda for alteration with explanatory notes.
3. A General meeting must be convened to pass the special resolution for alteration in MoA or AoA clause. This resolution must also accompanied by authorizing any director to sign, deliver and file necessary forms to give effect for such alteration in MoA/ AoA.
4. Within 30 days of passing special resolution in duly convened General meeting a Form MGT-14 is required to be filed before the registrar of Companies along with attachment of resolution and altered MoA/AoA for the approval.
5. Once e-Form MGT -14 is approved by the registrar, the company shall change all copies of MoA/AoA with the new altered clause.

After approval from RoC regarding amendment in MoA and AoA of the company, the company need to discard all old copies of MoA and AoA and shall print new amended copy of MoA and AoA.

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