• MOA & AOA Amendments

MOA & AOA Amendments

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MOA & AOA Amendments

Memorandum of Association (MOA) and Articles of Association (AOA) are fundamental documents of companies, outlining their operational framework. They are finalized during company incorporation but can become restrictive as the company evolves, necessitating amendments. Here’s an overview of MOA and AOA and the procedures for their amendments. What is the Memorandum of Association (MOA)? The Memorandum of Association defines a company’s constitution, specifying its purpose and scope of activities. It takes precedence over the AOA, limiting the actions the AOA can authorize. Relevant details are outlined under Section 4 of the Companies Act, 2013. Clauses of MOA Key clauses of the MOA include:
  1. Name Clause: Specifies the company’s name, with “Private Limited” for private companies and “Limited” for public companies, as per Section 4(2) of the Companies Act, 2013.
  2. Registered Office Clause: Specifies the state where the company’s registered office is located, determining the jurisdiction of the Registrar of Companies (ROC).
  3. Object Clause: Defines the company’s purpose, covering main, incidental, and ancillary objectives necessary for its operations.
  4. Liability Clause: Specifies member liabilities:
    • Limited by shares
    • Limited by guarantee
    • Unlimited liability
  5. Capital Clause: Details authorized share capital, share values, and subscriber commitments, including specifics for One Person Companies.
What are Articles of Association (AOA)? The Articles of Association establish rules for company governance, management, and administration, binding current and future members. They cover various aspects under the Companies Act, 2013 tables, including:
  • Share capital
  • Share transfers and transmissions
  • Dividends and reserves
  • General meetings and resolutions
  • Board meetings and managerial roles
  • Borrowing powers and winding up
It’s important to note that the Companies Act, 2013 supersedes MOA and AOA provisions. Conflicting provisions are void.

FAQs

A subscriber to MOA is a person who subscribes to the shares of the company at the time of its incorporation.

There is no limit to the number of times the name of the company can be altered. However, at least one year should elapse from the last name change.

As per Section 13(11), any alteration of the memorandum in a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void.

As per Section 15, the alteration of the MOA and AOA shall be noted in every copy of the MOA and AOA, respectively. Failure to comply results in a penalty of Rs. 1000 for each copy issued without such alteration, applicable to the company and every defaulting officer.

As per Section 14, if the articles of the company are altered to convert a private limited company to a public limited company or vice versa, it requires a special resolution passed in a general meeting. Conversion to a private company from a public company necessitates tribunal approval, with a printed copy of the altered articles and tribunal approval filed with the registrar within 15 days.

With the advent of digitization, e-MOA and e-AOA are filed with the MCA at the time of incorporation of the company.

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