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Alteration of MOA/AOA clause


Alteration of MOA/AOA Clause

Memorandum of Association (MOA) represents the charter of the company whereas Article of Association (AOA) states the bye-laws of the company. These documents are originally prepared at the time of formation and registration of a company. Every alteration in the Memorandum or Articles of the company requires the company to follow a set of procedures as prescribed under the Companies Act and rules thereunder.

E-Tax Service Offerings:
  • Drafting of altered Memorandum of Association/Articles of Association
  • Preparation of documents required to call and hold the required meetings like notice of meetings and certified true copy of resolutions
  • Filing of ROC form MGT-14 along with uploading of necessary attachments

Our Procedure for Change in MOA/AOA
  • Issue notice to all the directors of company for calling the board meeting
  • Hold the meeting of Board of Directors and pass the following Board Resolutions:
    • To alter the MOA/AOA subject to the approval of shareholders
    • To approve notice of general meeting along with explanatory statement;
    • To fix day, date, time and venue for holding general meeting;
    • To authorize the director or company secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision
  • Send notice of general meeting along with explanatory statement to those who are entitled to receive notice like directors, members, auditors and others
  • Obtain shareholders’ approval by passing a special resolution at the general meeting for alteration of AOA/MOA
  • Within 30 days of passing special resolution, file Form MGT-14 for notifying ROC along with the copy of the notice of general meeting with explanatory statement, certified true copy of the special resolution, , altered copy of AOA/MOA and other necessary attachments
  • Obtain certificate for registration of alteration from Registrar which serves as a conclusive evidence that company has complied with all the requirements

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