Alteration of MOA & AOA: The Companies Act, 2013

Alteration of MOA & AOA: The Companies Act, 2013. Any company that wishes to change its Memorandum and Articles of Association must follow the requirements of the Companies Act, 2013 and the regulations promulgated thereunder. The Company can alter its MOA and AOA which may include modification, alteration, replacement, deletion etc. Let's have a look at the Procedure for Change in MOA and AOA Alteration.
Changing the Memorandum of Association
The Memorandum of Association serves as the company's charter document. Changes to the Memorandum of Association are a long and involved process, and caution must be used while making any changes to the MOA. 
Steps to Take When Making a Change to Your Memorandum of Association:
Step 1: At least 7 days prior to the date of the Board Meeting, notify the Board of Directors of the release of the Board Meeting Notice.
Step 2: Call a Board Meeting and enact a resolution amending the Memorandum of Association, subject to Shareholder Meeting approval.
Step 3: Set the date, day, time, and location for the Shareholder Meeting, and authorise a director or another person to distribute the notification to the Members.
Step 4: Send out the Notice of Shareholder Meeting at least 21 days before the meeting date. If at least 95 percent of the Company's paid-up capital has granted its permission, a shorter notice of Shareholder Meeting may be held.
Step 5: Hold a Shareholder Meeting and adopt a special resolution with the Shareholders' majority approval.
Step 6: Within 30 days after passing the special resolution, submit the Form MGT-14, together with a certified true copy of the resolution, an Explanatory statement, an updated copy of the Memorandum of Association, and any other papers that may be necessary from time to time.
Changing the Articles of Association
The Articles of Association of the Company are the company's bylaws, rules, and regulations that must be obeyed. Every change to the company's Articles of Association must follow the method outlined in the Companies Act of 2013.
Steps to Take When Changing Your Articles of Association:
Step 1: Convey the Board Meeting and send out the Notice at least 7 days ahead of time.
Step 2: Hold a Board Meeting and enact a resolution amending the Articles of Association, which must be approved by the Shareholders Meeting.
Step 3: Set the date, day, time, and location for the Shareholder Meeting, and authorise a director or another person to distribute the notification to the Members.
Step 4: Send out the Notice of Shareholder Meeting at least 21 days before the meeting date. If at least 95 percent of the Company's paid-up capital has granted its permission, a shorter notice of Shareholder Meeting may be held.
Step 5: Hold a Shareholder Meeting and adopt a special resolution with the Shareholders' majority approval.
Step 6: Within 30 days after passing the special resolution, submit the Form MGT-14, together with a certified true copy of the resolution, an Explanatory Statement, an updated copy of the Articles of Association, and any other papers that may be necessary from time to time.
What are the topics covered under the Companies Act of 2013 that must be amended in the Company's Memorandum of Association?
The following things are covered under the MOA for modification:

Object Clause Modification

Changes in Share Capital

Changes in the Registered Office

The company's name

Changes in the Company's Members' Liability

What are the elements covered by the Companies Act of 2013 that must be amended in the Company's Articles of Association?
The following elements are covered by the AOA for modification:

Conversion of a private corporation to a public corporation

Conversion of a Public Corporation to a Private Corporation

The company's name

If any further changes are needed, they will be made as needed.

Frequently Asked Questions
Q1.Is it feasible to amend the Memorandum of Association's subscriber clause?
Ans. The subscriber clause comprises the information about the promoters who subscribed to the company's share capital at the time of its formation. As a result, there are no changes that may be made to this provision.
Q2.What parts of the Memorandum of Association may be changed?
Ans. According to the Companies Act of 2013, the following sections of the Memorandum of Agreement may be changed:

The company's name

The address of the company's registered office

The company's main objectives and things deemed relevant in connection to those objectives

Members of the company's liability

The capital of the company

Q3. What may be altered in the articles of incorporation?
Ans. The Articles of Association are the firm's rules and regulations, which must be followed by every member, director, and employee of the company. As a result, any phrase in the AoA may be altered, as long as it is done in accordance with the terms of the Companies Act, 2013.
Q4. Which firms need prior permission for any modifications to the company's purpose clause in its memorandum of agreement?
Ans. Altering the items stated in the MOA requires prior clearance in the following industries: architecture, banking, mutual funds, financing operations, insurance activities, stock broker, multi-level marketing, and so on.
Q5.Is it necessary to update the scenario clause of the MoA in the event of a change in a company's registered office?
Ans. The circumstance clause of the Memorandum of Association should be modified if a company's registered office is moved from one state to another.
How can Compliance Calendar help?
We have a team of Professionals who can help if you wish to alter your MOA & AOA under the Companies Act, 2013. The service charges are variable in nature and depends of the quantum of work to be done. It is to be noted that we don't charge a similar amount for every work. The amount would vary from service to service depending on factors like efforts required, the length of the work, and time spent on completion. To know more, please get in touch with us with the details of your business. You will be approached by our Compliance Calendar Team within 24-48 hrs. Reach out to us at info@ccoffice.in or 9988424211

Any company that wishes to change its Memorandum and Articles of Association must follow the requirements of the Companies Act, 2013 and the regulations promulgated thereunder. The Company can alter its MOA and AOA which may include modification, alteration, replacement, deletion etc. Let's have a look at the Procedure for Change in MOA and AOA Alteration.

Changing the Memorandum of Association

The Memorandum of Association serves as the company's charter document. Changes to the Memorandum of Association are a long and involved process, and caution must be used while making any changes to the MOA.

Steps to Take When Making a Change to Your Memorandum of Association:

Step 1: At least 7 days prior to the date of the Board Meeting, notify the Board of Directors of the release of the Board Meeting Notice.

Step 2: Call a Board Meeting and enact a resolution amending the Memorandum of Association, subject to Shareholder Meeting approval.

Step 3: Set the date, day, time, and location for the Shareholder Meeting, and authorise a director or another person to distribute the notification to the Members.

Step 4: Send out the Notice of Shareholder Meeting at least 21 days before the meeting date. If at least 95 percent of the Company's paid-up capital has granted its permission, a shorter notice of Shareholder Meeting may be held.

Step 5: Hold a Shareholder Meeting and adopt a special resolution with the Shareholders' majority approval.

Step 6: Within 30 days after passing the special resolution, submit the Form MGT-14, together with a certified true copy of the resolution, an Explanatory statement, an updated copy of the Memorandum of Association, and any other papers that may be necessary from time to time.

Changing the Articles of Association

The Articles of Association of the Company are the company's bylaws, rules, and regulations that must be obeyed. Every change to the company's Articles of Association must follow the method outlined in the Companies Act of 2013.

Steps to Take When Changing Your Articles of Association:

Step 1: Convey the Board Meeting and send out the Notice at least 7 days ahead of time.

Step 2: Hold a Board Meeting and enact a resolution amending the Articles of Association, which must be approved by the Shareholders Meeting.

Step 3: Set the date, day, time, and location for the Shareholder Meeting, and authorise a director or another person to distribute the notification to the Members.

Step 5: Hold a Shareholder Meeting and adopt a special resolution with the Shareholders' majority approval.

Step 6: Within 30 days after passing the special resolution, submit the Form MGT-14, together with a certified true copy of the resolution, an Explanatory Statement, an updated copy of the Articles of Association, and any other papers that may be necessary from time to time.

What are the topics covered under the Companies Act of 2013 that must be amended in the Company's Memorandum of Association?

The following things are covered under the MOA for modification:

Object Clause Modification
Changes in Share Capital
Changes in the Registered Office
The company's name
Changes in the Company's Members' Liability

What are the elements covered by the Companies Act of 2013 that must be amended in the Company's Articles of Association?

The following elements are covered by the AOA for modification:

Conversion of a private corporation to a public corporation
Conversion of a Public Corporation to a Private Corporation
The company's name
If any further changes are needed, they will be made as needed.

Frequently Asked Questions

Q1.Is it feasible to amend the Memorandum of Association's subscriber clause?

Ans. The subscriber clause comprises the information about the promoters who subscribed to the company's share capital at the time of its formation. As a result, there are no changes that may be made to this provision.

Q2.What parts of the Memorandum of Association may be changed?

Ans. According to the Companies Act of 2013, the following sections of the Memorandum of Agreement may be changed:

The company's name
The address of the company's registered office
The company's main objectives and things deemed relevant in connection to those objectives
Members of the company's liability
The capital of the company

Q3. What may be altered in the articles of incorporation?

Ans. The Articles of Association are the firm's rules and regulations, which must be followed by every member, director, and employee of the company. As a result, any phrase in the AoA may be altered, as long as it is done in accordance with the terms of the Companies Act, 2013.

Q4. Which firms need prior permission for any modifications to the company's purpose clause in its memorandum of agreement?

Ans. Altering the items stated in the MOA requires prior clearance in the following industries: architecture, banking, mutual funds, financing operations, insurance activities, stock broker, multi-level marketing, and so on.

Q5.Is it necessary to update the scenario clause of the MoA in the event of a change in a company's registered office?

Ans. The circumstance clause of the Memorandum of Association should be modified if a company's registered office is moved from one state to another.

How can Compliance Calendar help?

We have a team of Professionals who can help if you wish to alter your MOA & AOA under the Companies Act, 2013. The service charges are variable in nature and depends of the quantum of work to be done. It is to be noted that we don't charge a similar amount for every work. The amount would vary from service to service depending on factors like efforts required, the length of the work, and time spent on completion. To know more, please get in touch with us with the details of your business. You will be approached by our Compliance Calendar Team within 24-48 hrs.

Reach out to us at info@ccoffice.in or 9988424211