MOA & AOA AMENDMENT
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The Company Can Alter Both MOA & AOA With The Prior Approval Of Shareholders In The General Meeting Of The Company. Change MOA & AOA Of Your Company Online. Call Now To Talk To Our Experts
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Note: The approval Of MOA & AOA Is subject to the ROC
Amend MOA & AOA
Memorandum of Association (MOA) of the company contains all the relevant information of the company like the name, capital, business activity, registered office, liability and subscriber details and if the company is a one person company, then the details of the nominee are also mentioned. And in Article of Association (AOA) of the company has bye-laws or rule or regulations etc. The company can alter both MOA and AOA with the prior approval of shareholders in the general meeting of the company, only subscribers’ details cannot get altered during the tenure of the business of the company otherwise all details can get altered.
Clauses Of MOA
NAME CLAUSE : The name clause consists of the name of the company and it also represents that the company is private limited company or public limited company or section-8 company etc. The name of the company should end with the word “Private Limited”, “Limited” or “OPC Pvt Ltd”.
REGISTERED OFFICE CLAUSE: The name of the state is mentioned in the MOA where the registered office of the company is situated. For example, if any company is registered in Bangalore, then the state “Karnataka” shall be mentioned in the registered office clause.
OBJECT CLAUSE: This clause has the details of the business activity of the company which the company is going to start or run after its registration. The company can choose any activity but it should not be any prohibited or illegal business activity. This clause consists of two parts, one part has the main business activity of the company and the second part has the ancillary or secondary business activity but this secondary business activity should be related to the main business activity.
CAPITAL CLAUSE: The capital clause consists of the amount of authorized capital, which means the company shall have that amount as a maximum authorized capital.
LIABILITY CLAUSE: It consists of the liability of the shareholders of the company means the shareholders have limited liability or unlimited liability it shall be mentioned in this clause. And it can be altered after the approval of the shareholders in the general meeting and the same shall be informed to the registrar. Generally, the company is registered with limited liabilities.
SUBSCRIBER CLAUSE: Subscribers are the persons who are ready to sign the memorandum and article of the company, they are the persons who invest money in the form of the equity share capital at the time of registration. They are the persons who give birth to the company, and this clause cannot be altered during the tenure of the business of the company.
NOMINEE CLAUSE: This clause shall be present in the MOA in the case of One Person Company, it consists of the details of the nominee of the OPC, the nominee is a person who will become the member of the company in case of death or insolvency of the member of the OPC. The member can change its nominee anytime whenever it is required.
Procedure For Alteration Of MOA & AOA
STEP 1 - Conduct Board Meeting
- Hold board meeting and pass the board resolution for:
- Adding or changing the business activity; or Any other changes; and
- Authorize a director for taking all the necessary steps for completion of passed resolution
- For calling a general meeting for taking shareholders’ approval.
STEP 2 - Conduct General Meeting
Convene the general meeting and pass the member’s resolution for the alteration of MOA
STEP 3 - Filing Of Forms To ROC
After taking approval from the shareholders in the general meeting the company has to file required forms to the registrar within the specified time limit.
STEP 4 - Approval From ROC
If the registrar is satisfied with the application of the company, then he will provide his approval and after the approval, it will be updated in the MCA database.
Documents Required For Change In MOA & AOA
- Board Resolution
- Special Resolution
- Explanatory statement with a copy of the notice of general meeting
- Approval or NOC from the relevant authority, if required
- Digital Signature of Authorized director.
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Frequently Asked Questions
On which grounds the MOA can get altered?
The MOA can be altered for any ground like:
- Name change of company
- Address change of company
- Capital change of company
- Business activity change
- Liability change
- Nominee change or any other alteration except the details of the subscriber means the details of the subscribers cannot get changed during the life of the company.
Can the MOA or AOA get altered without the approval of shareholders?
No, without the approval of shareholder the company cannot alter its documents (MOA/AOA)
What is the difference between MOA and AOA?
- MOA contains the constitution, business activity whereas the AOA consist of the rules and regulations of the company.
- MOA is the subordinate of the company act and AOA is the subordinate of MOA
- MOA consist of six clauses and every company draft their MOA but the company can adopt the format of AOA provided by the MCA or can draft its own.
- MOA cannot be altered on regular basis but AOA can alter it anytime whenever the company needs it.
What is the time limit to file the form?
Generally, the time limit for filing the forms for alteration of MOA and AOA is within 30 days from passing the members’ resolution.
What is MOA and what are the details mentioned in it?
As per section 2 (56), MOA (Memorandum of association) means MOA as originally framed or altered from time to time in pursuance of any company law of this act.
MOA consist of all the basic details of the company like what company is going to work, what will be the name of the company etc.
The following details of the company shall be mentioned in the MOA:
- Company name
- Company address
- Company object/ business activity
- Company capital
- The liability of shareholders
- Details of the company’s subscribers
- Details of the Nominee of the company, in case of One Person Company
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