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AOA and MOA

What is AOA and MOA?

The first difference between MOA and AOA while the MOA (Memorandum of Association) describes the powers and objects of the company, the AOA (Article of Association) defines its rules. The MOA is subordinate to the Companies Act, and the AOA (Articles of Association) is subordinate to the memorandum.

Who has to file the form?

It is extremely important for every organization to have a set of rules and regulations for its smooth operation. In the case of Private Limited Companies or One Person Companies, these set of rules and regulations are known as Memorandum of Association (MoA) and Articles of Association (AoA), collectively, which form the basis of the company.

When the MOA / AOA needs to be altered?

  • Change in the name of the Company.
  • Change of registered office of the Company.
  • Change in Object Clause of the company.
  • Change in the authorized capital of the company.
  • Change in the liability of the members of the company.

 

Procedure for Alteration in MOA / AOA

 

Change in MOA has to be made in accordance with the provisions of Section 13 of the Companies Act, 2013.

  • Hold a board meeting to recommend the proposal for members’ consideration by passing a special resolution.
  • Give notice of an Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
  • Since alteration of the memorandum is a special business, therefore, an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
  • The company is required to file special resolution passed by shareholders for the alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed on MCA portal for registration of special resolution within 30 days of passing of the resolution.
  • Alteration made under section 13 shall not have any effect until it has been registered.