31 May 2022
I am planning to amend the name clause of the Company and along with that adopt the new MOA and AOA as per companies act 2013. (My Moa and Aoa is as per 1956). Whether I have to pay stamp duty on the new adopted MOA and AOA? Also what do i have to attached along with MGT-14? Only physical Scanned copy of New MOA and AOA? or do i have to file new AOA and MOA Online?
06 July 2024
When amending the Memorandum of Association (MOA) and Articles of Association (AOA) of a company under the Companies Act, 2013, there are specific considerations regarding stamp duty and filing requirements:
1. **Stamp Duty on MOA and AOA**: - Yes, you will likely need to pay stamp duty on the new adopted MOA and AOA. Stamp duty is typically payable on documents that establish, declare, assign, limit, or extinguish any right or liability. MOA and AOA are such documents that typically attract stamp duty. - The rate of stamp duty varies from state to state in India. You need to check the stamp duty rates applicable in your state for MOA and AOA amendments. The stamp duty is usually payable before submitting the documents for registration.
2. **Filing Requirements (MGT-14)**: - Along with the filing of Form MGT-14 for amendment of MOA and AOA, you need to attach the following documents: - Physical Scanned copy of the new MOA and AOA as adopted. - Additionally, you may need to file the revised MOA and AOA online through the MCA (Ministry of Corporate Affairs) portal. - Make sure the MOA and AOA are properly signed and dated by authorized signatories.
3. **Process**: - Prepare the revised MOA and AOA as per the provisions of the Companies Act, 2013. - Pay the applicable stamp duty on the new MOA and AOA. - Prepare Form MGT-14 and attach the required documents, including the physical scanned copy of the revised MOA and AOA. - File Form MGT-14 electronically on the MCA portal along with the necessary fees.
4. **Legal Compliance**: - Ensure that the adopted MOA and AOA comply with all statutory requirements under the Companies Act, 2013. - Any changes must be approved by the shareholders in accordance with the provisions of the Act and the existing MOA and AOA.
It's advisable to consult with a company secretary or a legal professional to ensure compliance with all legal requirements and procedures specific to your company's circumstances and location. They can provide detailed guidance on stamp duty rates, filing procedures, and any specific requirements under the Companies Act, 2013.
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