Moa Aoa Amendment

Introduction

CorpIQ: Your Partner in Ensuring MOA/AOA Amendment

At CorpIQ, we understand that the Memorandum of Association (MOA) and Articles of Association (AOA) are the cornerstone documents of your company. As your business grows and adapts, it's imperative that these documents evolve in tandem to reflect new objectives, strategies, and compliance with the latest legal provisions. Our service is tailored to ensure your company's constitutional documents are always up to date, facilitating smooth operations and legal compliance.

WHAT CORPIQ OFFERS FOR MOA/AOA AMENDMENT:

- Detailed Assessment: Our experts conduct an in-depth review of your existing MOA and AOA to identify areas that need alteration in line with your current business practices and statutory requirements.

- Customized Drafting: CorpIQ offers customized drafting of amendments to the MOA and AOA, ensuring that they are precisely aligned with your company's objectives and governance structure.

- Board and General Meetings Coordination: We handle the coordination and documentation of Board and Shareholder meetings required for the approval of changes, making the process seamless for you.

- Regulatory Filing: Post-approval, CorpIQ manages the filing of forms with the Registrar of Companies (ROC), including Form MGT-14 for changes in AOA and the necessary resolutions for amendments to the MOA.

- Advisory and Compliance: Our service includes advising on the legal implications of the changes and ensuring that your company remains compliant with the Companies Act and other regulations.

- End-to-End Assistance: From initial advice to the final updating of your MOA/AOA, CorpIQ provides end-to-end assistance to ensure the process is executed efficiently and accurately.

With CorpIQ, modernize your MOA and AOA to accurately represent your company's present and future, ensuring that your foundational documents facilitate rather than constrain your business's potential.

LEGAL SIDE OF MOA/AOA AMENDMENT

There is all the relevant information of the company in the Memorandum of Association (MOA), including the name, capital, business activity, registered office, liability, and subscriber details. It also includes the details of the nominee if the company is a one-person business. Byelaws, rules, regulations, and other information can be found in the Article of Association (AOA) of the company. In a general meeting of the company, shareholders can approve the amendments to both MOA and AOA. Only the subscribers' details cannot be changed during the tenure of the company's business, otherwise all details can be changed. Under the Companies Act, 2013, the procedure must be followed if the Company has taken a major decision that requires amendment to the Memorandum of Association and Articles of Association.

FEATURES

• If you need to amend the Memorandum of Association to change the objects or aims and objectives of your business. The MOA contains the object clause. For this, there is a well-defined procedure to amend the same.
• Changing a company's Memorandum of Association requires a special resolution and shareholders' consent.
• Changes to Memorandum can also include renaming the company, changing its registered office, altering its objects clause, changing its capital clause, or increasing its authorized capital.
• By modifying, altering, substituting, deleting or in any other way, the Company can alter its MOA & AOA.

 

ALTERATION OF MOA & AOA PROCEDURE

Step.1:

Hold a meeting of the board: A board meeting should be held and the following resolutions passed-

• The addition or change of a business activity; or any other changes.
• The director is authorized to take all necessary steps for the resolution to be completed.
• For the purpose of calling a general meeting for the purpose of taking approval from shareholders.

At least 7 days prior to the Board Meeting, communicate the issue of the Board Meeting Notice.

Step.2:

Hold a general meeting: Organize a general meeting and pass the member's resolution amending the Memorandum of Agreement. A shorter notice of the Shareholder Meeting can also be called if at least 95% of the applicable portion of the paid-up capital of the company consents to it. The shorter notice of Shareholder Meeting must be issued at least 21 days in advance of the Meeting. Authorize a director or any other person to inform the shareholders of the date, day, time, and venue of the Shareholder Meeting.

Step.3:

Submitting forms to ROC: The company must file the required forms within the specified time limit after receiving approval from the shareholders in the general meeting. Within 30 days of passing the special resolution, file the Form MGT-14 along with the certified true copy of the resolution and any other documents required from time to time, including an explanation, an altered copy of the Memorandum of Association, and any other document as required.

Step.4:

ROC approval: Upon approval, the company's application will be entered into the MCA database if the registrar is satisfied with the application.

DOCUMENTS REQUIRED

• Board Resolution and Special Resolution.
• A copy of the notice of general meeting with the attached explanatory Statement.
• Obtain approval or NOC from the appropriate authority, if necessary.
• The digital signature of the authorized director.

For an amendment to the company's memorandum of association, what items are covered under the companies act, 2013?

Under the MOA for alteration, the following items are covered:

• An amendment to the object clause
• Changes in share capital
• Change of registered office
• Name change for the company
• A change in the liability of the company's members

For an amendment to the company's articles of association, what items are covered under the companies act, 2013?

According to the AOA, the following items can be altered:

• The conversion of a private company into a public company
• Conversion of a public company to a private one
• Company name change

If any other amendment is needed, it will be made as needed