As we all know the previous Companies Act, 1956 has been repealed by the Parliament in 2013 with the new Companies Act, 2013, an act introduced to consolidate and amend the law relating to Companies. This act has received the assent of the President of India on 29th August, 2013. Hence any company registered or incorporated under previous company’s act must comply with the provisions of the act which is applicable to all companies for the time being in force i.e. Companies Act, 2013.
Henceforth, as the Companies Act, 1956 is repealed, now the Companies which were incorporated before the new Companies Act, 2013 came into force shall have to adopt the new format of Memorandum of Association and Article of Association as per Table A & Table F respectively. However for the adoption of Memorandum of Association and Article of Association of the companies it is not specifically mentioned anywhere as a must but since these articles are termed as the essential public documents of a company and contains main objects, scope, internal rules and regulations of the company it’s implied that these should be formed in accordance with the act which in present is in force i.e. Companies Act, 2013 to continue operating any further business.
Documents required to be prepared for the purpose:
- Board Resolution
- Notice For EGM, Along With The Explanatory Statement, Proxy Form, Attendance Sheet Certified True Copy Of Special Resolution
- Minutes Of Extraordinary General Meeting
- Altered MOA, as per Table A of Companies Act, 2013 https://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_2.pdf
- Altered AOA, as per Table F of Companies Act, 2013: https://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_2.pdf
Procedure:
Step 1: Passing of Board Resolution for getting the in principle approval from the board of director of the company for such adoption.
Step 2: Adopting AOA and MOA of the company as per Companies Act, 2013
Step 3: Issuing Notice along with the Explanatory Statement for conducting Extra Ordinary General Meeting for passing the Special Resolutions i.e. Adoption of new set of Memorandum of Association and Article of Association.
Step 4: Conduct extraordinary general meeting and passing special resolutions for the Adoption (2 resolutions are required to be passed separately for MOA and AOA).
Step 5: File MGT-14 within 30days from the date of passing special resolution
E-Forms Involved:
MGT 14
Conclusion: When a company deals in any way with the outsiders weather for funding purpose or in any way the outsiders are deemed to have the constructive notice and understanding about these documents while associating or engaging in any business with the company since they are registered with the ROC and is open to inspect for general public, so company must draft the articles carefully and in accordance with applicable provisions. To ensure smooth and legally sound transition in future. It’s crucial to adhere to the guidelines to avoid any disruptions or non-compliance issues. This information serves as a comprehensive guide, but users should refer to existing laws for the most accurate and up-to-date details.
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Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
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