Alteration of Memorandum and Articles of Association in Bangalore
Introduction
A PVT LTD Company registration in Bangalore is the most popular form of business entity that is owned and operated by an individual or a group of people to set up a business.
The Memorandum of Association (MOA) and Articles of Association (AOA) in Bangalore define a company’s scope of work, objectives, rules and internal management. The MOA and AOA are two essential documents that are the basis of the company’s constitution in Bangalore. They are indispensable, and the company’s foundation stands upon them. Therefore, the founders of a company must draft them with utmost clarity and precision.
Memorandum of Association:
1. Board Resolution:
- The Board of Directors must pass a resolution proposing the alteration to the Memorandum of Association.
2. Shareholder Approval:
- Convene a General Meeting and obtain approval from the shareholders by passing a special resolution. The special resolution should be passed by a majority of not less than three-fourths of the members present and voting.
3. Approval from Regulatory
Authorities:
- Seek approval from regulatory authorities, if required. Some alterations might need approval from the National Company Law Tribunal (NCLT) or other regulatory bodies.
4. Filing with ROC:
- File the special resolution and the altered Memorandum of Association with the Registrar of Companies (ROC) within 30 days of passing the resolution.
5. Certificate of Incorporation:
- Upon satisfaction, the ROC will issue a new Certificate of Incorporation with the updated Memorandum of Association.
Articles of Association:
1. Board Resolution:
- Similar to the Memorandum, the Board of Directors needs to pass a resolution proposing the alteration to the Articles of Association.
2. Shareholder Approval:
- Convene a General Meeting and obtain approval from the shareholders by passing a special resolution. The special resolution should be passed by a majority of not less than three-fourths of the members present and voting.
3. Filing with ROC:
- File the special resolution and the altered Articles of Association with the ROC within 30 days of passing the resolution.
4. Approval from Regulatory Authorities:
- Seek approval from regulatory authorities, if required.
5. Certificate of Incorporation:
- Upon satisfaction, the ROC will issue a new Certificate of Incorporation with the updated Articles of Association.
Additional Considerations:
- Regulatory Approvals:Depending on the nature of the alteration, regulatory approvals from bodies like the NCLT may be required.
- Public Notice:In certain cases, companies may be required to issue public notices regarding the proposed alterations.
- Legal Assistance:It is advisable to seek legal advice to ensure compliance with all applicable laws and regulations.
Always consult with a legal
professional or a company secretary to ensure that all the necessary steps and
legal requirements are met when altering the Memorandum and Articles of
Association.
Alteration Of Memorandum of Association.
The organisation’s
objectives, activities, and associations with investors and the rest of the
world are completely spread out in this central report. However, the initial
MOA may need to be modified to accommodate new strategies, expansions, or
regulatory changes due to the constantly shifting business environment.
Memorandum of Article
is a vital document for the Company, which provides the Scope, objectives, and
limitations of it. It lays down the framework within which the company
operates, and any changes to the MOA can have far-reaching consequences for the
company and its stakeholders. An alteration of the MOA may become necessary due
to various reasons, such as changes in the company’s business model, expansion
plans, or legal requirements. The Companies Act, 2013 provides for the
alteration of the MOA, subject to the approval of the shareholders and
the Registrar of Companies (ROC). In this article, we will discuss the step-by-step
procedure for Alteration of Memorandum of Association (MOA), documents
required, clauses mentioned under MOA and many other.
The company may have
to alter the specifications of its Memorandum of Association. Defining the word
‘alter’ or ‘alteration’, Section 2(3) of the Act states that it
includes the making of additions, omissions, and substitutions. For instance,
when the company shifts its principal office to some other location, the
Registered Office Clause of the company’s Memorandum of Association will have
to be altered. Nevertheless, such alteration cannot be done without satisfying
the steps mandated under the provisions of the Companies Act, 2013 .
In this article, we shall understand the process of altering the contents of a
Memorandum of Association.
Procedure
for alteration to memorandum of association
Step 1: Drafting the
Special Resolution-
The first step is to
draft a special resolution proposing the alteration of the MOA. The resolution
must be drafted under the provisions of the Companies Act, and the Board must
approve its Directors. The resolution should specify the proposed alteration
and the reason for it.
Step 2: Notice of
General Meeting
The company must give
notice of the general meeting to all the members of the company. The notice
must specify the purpose of the meeting, which is to consider and pass the
special resolution to alter the MOA. The notice must be sent at least 21 days
before the date of the meeting.
Step 3: Hold the
General Meeting
The general
meeting must be held on the date and time specified in the notice. The members
must be allowed to discuss the proposed alteration and ask questions. The
special resolution must be passed by a majority of not less than three-fourths
of the members present and voting.
Step 4: Filing Forms
with the Registrar of Companies.
After passing
the special resolution, the company must file the following forms and documents
with the Registrar of Companies within 30 days of passing the resolution:
- Form MGT-14: This form is used to file the special resolution with the Registrar of Companies.
- Altered MOA: A copy of the altered MOA must be filed along with Form MGT-14.
- Payment of Fees: The company must pay the necessary fees for filing the forms and the altered MOA.
Step 5: Approval by
the Registrar of Companies
The Registrar of
Companies will examine the forms and the altered MOA filed by the company. If
the forms and the MOA are in order and comply with the provisions of the
Companies Act, the Registrar will approve the alteration. The alteration takes
effect from the date of approval by the Registrar.
Step 6: Updating
Company Records
The company must
update its records, including the register of members, register of directors,
and other statutory registers, to reflect the alteration.
The company must also
notify all its stakeholders, including creditors, shareholders, and regulatory
authorities, about the alteration.
Alteration Of A MOA of
a company is a significant process that requires careful consideration and
adherence to legal provisions.
It is always advisable
to allocate professionals’ help when dealing with MOA alterations.
Due to the complex
legal framework involved, companies may lack the knowledge to ensure a
streamlined process.
Created & Posted
by (Jai Sharma)
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