MoA & AoA Amendments

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Memorandum of Association (MoA) and Articles of Association (AoA) are two important documents that govern a company’s operations, including its purpose, powers, and rules. MoA outlines the company’s objectives and scope, whereas AoA defines its internal management structure, procedures and regulations.

Criteria

  • Conduct a board meeting to approve the proposed amendments.

  • Call for an Extraordinary General Meeting (EGM) and pass a special resolution to approve the amendments.

  • File the special resolution along with the amended MoA and AoA with the Registrar of Companies (RoC) within 30 days of passing the resolution.

Document Required

  • Board resolution approving the proposed amendments

  • Notice of Extraordinary General Meeting (EGM) along with an explanatory statement

  • Minutes of the EGM

  • Copy of the amended MoA and AoA

Time required

The amended MoA and AoA of a company must be filed with the Registrar of Companies (RoC) within 30 days of passing the special resolution to approve the amendments.

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FAQ

What is MoA and AoA of a company in India?

Memorandum of Association (MoA) and Articles of Association (AoA) are two important documents that govern a company’s operations, including its purpose, powers, and rules. MoA outlines the company’s objectives and scope, whereas AoA defines its internal management structure, procedures and regulations.

Can the Memorandum of Association (MoA) and Articles of Association (AoA) be amended?

Yes, MoA and AoA can be amended by the shareholders of the company by passing a special resolution in a general meeting.

What is the procedure for amending the MoA and AoA of a company in India?

The procedure for amending MoA and AoA involves the following steps:

 

· Conduct a board meeting to approve the proposed amendments.

· Call for an Extraordinary General Meeting (EGM) and pass a special resolution to approve the amendments.

· File the special resolution along with the amended MoA and AoA with the Registrar of Companies (RoC) within 30 days of passing the resolution.

What is the time frame for filing the amendment of MoA and AoA with the Registrar of Companies?

The amended MoA and AoA of a company must be filed with the Registrar of Companies (RoC) within 30 days of passing the special resolution to approve the amendments.

Is it mandatory to hold an Extraordinary General Meeting (EGM) for amending the MoA and AoA?

Yes, it is mandatory to hold an Extraordinary General Meeting (EGM) to pass a special resolution to amend the MoA and AoA.

What are the documents required for amending the MoA and AoA of a company?

The following documents are required to amend the MoA and AoA of a company:

 

· Board resolution approving the proposed amendments

· Notice of Extraordinary General Meeting (EGM) along with explanatory statement

· Minutes of the EGM

· Copy of the amended MoA and AoA

Can the amendment of MoA and AoA be challenged in court?

Yes, the amendment of MoA and AoA can be challenged in court by any member or creditor of the company if it is found to be ultra vires, i.e., beyond the scope of the company’s powers or objectives.

Can the amendment of MoA and AoA affect the rights of existing shareholders?

Yes, the amendment of MoA and AoA can affect the rights of existing shareholders. Therefore, it is important to obtain their consent before making any changes to the MoA and AoA.

Can a company change its name while amending the MoA and AoA?

Yes, a company can change its name while amending the MoA and AoA. The procedure for changing the name of a company is similar to that of amending the MoA and AoA.

What is the cost involved in amending the MoA and AoA of a company?

The cost involved in amending the MoA and AoA of a company includes the fee for filing the special resolution and the amended documents with the Registrar of Companies (RoC). The fee varies depending on the authorized capital of the company.

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