Change in MOA/AOA: Modifying Articles for Better Corporate Governance

The Memorandum of Association (MOA) and the Articles of Association (AOA) are two of the most important documents that govern a company's operations. The MOA defines the company’s structure, objectives, and powers, while the AOA outlines the rules and regulations for its internal management. Over time, a company may need to make amendments to these documents to adapt to changes in its business environment, legal framework, or internal requirements. These changes are known as Change in MOA/AOA.

What is a Change in MOA/AOA?

A change in MOA and AOA involves the modification or alteration of the clauses that govern the company's formation, operations, or internal management. Such changes may include:

  • Alteration in the company's objectives (MOA)
  • Increase or decrease in the company’s authorized share capital (MOA)
  • Change in the company’s name or registered office (MOA)
  • Modification of the rules governing the company's internal affairs (AOA)
  • Addition or removal of certain provisions related to the rights and duties of shareholders (AOA)

These changes help the company adapt to new business needs, comply with regulations, or enhance its corporate structure.

When Should You Change MOA/AOA?

  • Change in business objectives: If the company wants to expand into new business areas or change its existing business activities.
  • Increase in authorized share capital: If the company plans to raise more capital by issuing additional shares.
  • Amendment in the company’s name or registered office: If the company wishes to relocate its registered office or change its name to reflect its evolving business.
  • Revisions in internal governance: To clarify, amend, or introduce new provisions in the AOA for better management and compliance.

Process for Changing MOA/AOA

  1. Board Resolution: The process begins with a board meeting where the directors approve the proposed changes. A board resolution is passed to call for a General Meeting (GM) of shareholders.
  2. Special Resolution: To modify the MOA or AOA, a special resolution needs to be passed at the General Meeting, which requires a 75% majority vote of the shareholders.
  3. Filing with the Registrar of Companies (ROC): After the special resolution is passed, the company needs to file the amended MOA and AOA with the Registrar of Companies (ROC) in Form MGT-14 along with the necessary attachments.
  4. Approval from ROC: The ROC reviews the filed documents, and if everything is in order, they approve the changes. The ROC may issue a certificate of registration for the change.
  5. Post-Approval: After the approval from the ROC, the changes are effective, and the company can proceed with the new operations under the updated MOA and AOA.

Documents Required for Change in MOA/AOA

  • Board Resolution: A resolution passed by the board of directors, approving the changes.
  • Special Resolution: A resolution passed by the shareholders in a General Meeting.
  • Form MGT-14: This form is filed with the ROC to inform them about the changes in the company’s MOA or AOA.
  • Amended MOA and AOA: The updated version of the company’s MOA and AOA reflecting the changes.
  • Consent of Shareholders: In case of changes affecting shareholder rights or ownership, the consent of the shareholders may be required.

Due Dates for Filing Changes

  • The special resolution for change in MOA/AOA must be passed at the General Meeting and filed with the ROC within 30 days from the date of the resolution.
  • The filing of Form MGT-14 with the ROC must also be done within 30 days of passing the resolution.

Penalties for Non-Compliance

  • Late Filing Penalties: If the filing is delayed beyond the due date, penalties will be charged as per the Companies Act.
  • Penalty for Non-Compliance: Failure to comply with the necessary legal formalities for change in MOA/AOA could lead to legal action and other penalties as imposed by the ROC.

Section Under which MOA/AOA Changes are Filed

  • Section 13 and Section 14 of the Companies Act, 2013 govern changes in the MOA and AOA respectively.

Why Choose Apnaa Filing for MOA/AOA Change?

  • Expert Assistance: Our team provides expert guidance to ensure that all the necessary documents and resolutions are properly drafted and filed.
  • Compliance Assurance: We ensure that your company’s MOA/AOA changes are compliant with all applicable provisions of the Companies Act, 2013.
  • Efficient Processing: Our team helps you complete the process quickly, saving you time and effort in ensuring compliance.
  • Hassle-Free Filing: We take care of the entire process, from drafting resolutions to filing with the ROC, ensuring smooth and accurate filings.

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