Complete Procedure for Change in Alteration of MOA and AOA

Narendra Kumar

06 Sep, 2019

Any Company which intends to make any alteration in the Memorandum of Association and Article of Association of the Company, it will have to comply with applicable provisions of the Companies Act, 2013 and applicable rules made thereunder. The Company can alter it’s MOA & AOA by way of its modification, alteration, substitution, deletion or in any other way. Let’s take a look on Procedure for Change in Alteration of MOA and AOA.

Alteration of Memorandum of Association

The Memorandum of Association is considered as charter Document of the Company. Change in Memorandum of Association is a lengthy and extensive procedure while making any alteration in the MOA due care to be taken.

Steps to be followed 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^[1] 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 ShareholderMeeting 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.

Alteration in Article of Association

The Article of Association of the Company is the Bye-laws or rules or regulation of the Company which need to be followed. Every alteration in the Article of Association of the company needs to follow the procedure as prescribed under the Companies Act, 2013^[2].

Steps to be followed for the Alteration in Article of Association

Step 1: Convey the Board Meeting and issue the Notice atleast 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.

What are the items covered under the Companies Act, 2013 required to amend the Memorandum of Association of the Company?

The items which are covered under the MOA for alteration are as under:

1. Change in Object Clause
2. Alteration of Share Capital
3. Shifting of Registered Office
4. Change in name of the Company
5. Change in the liability of Members of the Company

What are the items covered under the Companies Act, 2013 required to amend the Article of Association of the Company?

The items which are covered under the AOA for alteration are as under:

1. Conversion of private to Public Company
2. Conversion of Public to Private Company
3. Change in name of the Company
4. Any other amendment as and when required, if any.

Conclusion

If the Company has taken any major decision and it requires amendment of the Memorandum of Association and Article of Association then the procedure needs to be followed as prescribed under the Companies Act, 2013.

Also, Read: Change to MOA of a Private Limited Company.