Alteration of MOA and AOA
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Overview of Alteration of MOA and AOA
The change of Memorandum of Association (MOA) and Articles of Association (AOA) in compliance with the Companies Act 2013 necessitates certain procedures and legal requirements. Companies must follow the procedural requirements outlined in the Companies Act 2013 and other applicable legislation when amending their MOA or AOA to ensure legality and compliance with statutory provisions.
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Process for Alteration of MOA and AOA
Here's an overview of the general process for altering the MOA and AOA:
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Board Resolution
Typically, the process begins with the board of directors proposing changes to the MOA or AOA. They will discuss and approve the proposed changes at a board meeting.
Special Resolution
After the board approves the proposed changes, the corporation holds an Extraordinary General Meeting (EGM) to pass a special resolution. A special resolution requires the affirmative vote of a defined number of shareholders, often at least 75% of the votes cast.
Notice to Shareholders
The corporation must provide all shareholders with notice of the EGM, as well as information on the proposed changes to the MOA or AOA. The notice duration and style must be consistent with the regulations of the Companies Act and the company's articles.
Shareholder Approval
At the EGM, shareholders vote on a special resolution amending the MOA or AOA. The resolution must be passed by a majority of shareholders present and voting.
Filing with the Registrar of Companies (RoC)
Once the special resolution is passed, the firm must file the proposed changes with the RoC within a specified time frame, usually 30 days from the date the resolution was passed. The corporation submits Form MGT-14 for filing.
Approval from the National Company Law Tribunal (NCLT)
In some situations, such as changes to the company's share capital or the objects clause, approval from the NCLT may be required. If so, the corporation must file an application with the NCLT, together with the necessary documentation, and obtain approval before proceeding with the change.
Certificate of Incorporation Issuance
Once the RoC has approved the changes and verified compliance with legal requirements, it will issue a new Certificate of Incorporation reflecting the updated MOA or AOA.
Updated MOA and AOA
The company must update its records and make certain that all copies of the MOA and AOA reflect the changes. This involves updating the copies kept by shareholders, directors, and regulatory bodies.
Public Notice
As per regulatory requirements, the corporation may be required to provide a public notice of the changes in newspapers or other published materials.
Companies must follow the procedural requirements outlined in the Companies Act 2013 and other applicable legislation when amending their MOA or AOA to ensure legality and compliance with statutory provisions. To efficiently manage the procedure, seek competent legal guidance and support.