“Navigate the procedure for altering Memorandum and Articles of Association. Comply with Companies Act, 2013, convene board meetings, issue notices, hold general meetings, and file with ROC seamlessly.”
Procedure of Alteration of Memorandum of Association & Articles of Association
Alteration of Articles of Association
Any company intending to modify its Articles of Association (AOA) must comply with the terms of Section 14 of the Companies Act, 2013, as well as any other applicable provisions of the Act and applicable rules.
Only the company can change its Article by adding, deleting, modifying, substituting, or in any other way.
| STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1) | The first step to alter the AOA of a company is to hold a board meeting and pass resolution for alteration of AOA subject to the approval of shareholders. |
| STEP- II: Issue Notice of General Meeting: (Section 101) | EGM notice must be given at least 21 days before the actual date of the EGM. EGMs can be held with less than a month’s notice with the permission of at least a majority in number and 95% of the paid-up share capital of the firm giving a right to vote at such a meeting:
The notice must include the location, date, day, and hour of the meeting, as well as a statement about the business to be transacted at the EGM. |
| STEP- III: Hold General Meeting: (Section 101) | In the General meeting, confirm that the Quorum is present.
The resolution shall be adopted and passed by a Special Resolution.[Section-114(2)] |
| STEP- IV: Filing of form with ROC: (Section 117) | Once the proposed change is authorized. A copy of the amended AoA shall be filed with the registrar of companies (ROC) within 30 days of passing the special resolution, along with the accompanying documents:
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Amendment of Memorandum of Association
Section 13 of The Companies Act, 2013, read with the Company Rules Act, addresses changes to the Memorandum of Association. Every (MOA) must have the following clauses:
- Name Clause
- Situation clause
- Object clause
- Liability Clause
- Capital clause
- Subscription Clause
An amendment to the MOA can be made to change any or all of the clauses listed above other than of the subscription clause.
| Convey Board Meeting of Directors: (As per section 173 and SS-1) | The first step to alter the MOA of a company is to hold a board meeting and pass resolution for alteration of MOA subject to the approval of shareholders. |
| STEP- II: Issue Notice of General Meeting: (Section 101) | EGM notice must be given at least 21 days before the actual date of the EGM. EGMs can be held with less than a month’s notice with the permission of at least a majority in number and 95% of the paid-up share capital of the firm giving a right to vote at such a meeting:
The notice must include the location, date, day, and hour of the meeting, as well as a statement about the business to be transacted at the EGM. |
| STEP- III: Hold General Meeting: (Section 101) | In the General meeting, confirm that the Quorum is present.
The resolution shall be adopted and passed by a Special Resolution.[Section-114(2)] |
| STEP- IV: Filing of form with ROC: (Section 117) | Once the proposed change is authorized. A copy of the amended MoA shall be filed with the registrar of companies (ROC) within 30 days of passing the special resolution, along with the accompanying documents:
|
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