Alteration of moa and aoa

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

03 November 2011 1. In a private company, when the First Director named in the Articles resigns and a new director is appointed, is it correct to change the AOA mentioning the new set of 2 directors ? Forms 32 for both appointment of the new directors and cessation of the First Director has been done? If it is ok to alter, what is the procedure?

2. If such alteration should not be done, is there is any reason for not doing the alteration?

3. With regard to changing the object clause of MOA, is the treatment the same - when the "other objects" find a place in the main objects clause and also when new main objects are introduced? what are the ROC formalities to be completed?

shreya Jani

shreya Jani (Expert)
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04 November 2011 1) In any comapny say it is private or public, the name of first director is mentioned in AOA and it never changes even if the first director resign. When any new director is to be appointed the his concent letter is taken and then form 32 is filled within 30 days. The appointment of new director will not affect the AOA. Hence no changes will be made in AOA regarding change of director.

2) if u go through any company's AOA it will be mentioned as 'first director'. So the first director never change.

3) for change of objective- hold B.M, send notice to all directors. If the company s listed then then special ress is to be passed through postal ballot, then hold general meeting, file form 23 for special ressolution, then make neccessary changes in the MOA.
Note that if the company's capital is less than 2 crores but equal to or more than 10 lacs , then company is required to obtain complaince certificate from cs in whole time in practice and to be filed with ROC

Querist : Anonymous

Querist : Anonymous (Querist)

04 November 2011 Thanks Ms.Shreya Jani. Is it OK to mention that the First Directors are ..... ..... and the present directors are ..... .....in the Altered AOA?

Regarding change of object clause, is the procedure the same for

1)pursuing an object mentioned in other object as the main object

2) introducing an altogether new object?

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shreya Jani

shreya Jani (Expert)
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05 November 2011 1) AOA will have no alteration in change in director. there will be no change in AOA if a director joins or resign.