23 March 2023
As replied by the experts the Articles of association is required to be altered for deletion of common seal clause. But while filling the details online in MGT-14 and thereafter proceeding to E-AOA . Here the E-AOA is the standard one and the AOA which is existing in our records is as per the Companies Act, 2013 with certain additional clauses .
My query is do we have to included those clauses in the E-AOA , which are there in the existing AOA on record? Do we have to amend the whole AOA as the E-AOA will be the final on record.? Or else is there any other way for changing the specific clauses as per the existing AOA ?
06 July 2024
When you are filing Form MGT-14 for alteration of Articles of Association (AOA) to delete the common seal clause, you should ensure that the updated AOA (E-AOA) reflects all the clauses that are currently part of your existing AOA. Here’s how you should approach this:
1. **Include Existing Clauses in E-AOA**: - The E-AOA (electronic version) that you submit via the MCA (Ministry of Corporate Affairs) portal should include all the clauses that are currently present in your existing AOA. - It's important to ensure that any additional clauses beyond the standard format of the AOA under the Companies Act, 2013, are included in the E-AOA.
2. **Amendment Process**: - Since you are specifically deleting the common seal clause, ensure that this amendment is clearly reflected in the E-AOA. - You do not necessarily need to amend the entire AOA if the changes are limited to specific clauses (such as deletion of the common seal clause). However, all clauses that remain in effect should be accurately reflected in the E-AOA.
3. **MGT-14 Filing and E-AOA Submission**: - When you file Form MGT-14, you will need to attach the updated AOA (E-AOA). - Ensure that the AOA submitted electronically (E-AOA) is a comprehensive document that includes all relevant clauses, not just the ones being amended.
4. **Legal Compliance**: - It's crucial to comply with all statutory requirements and ensure that the amended AOA is consistent with the provisions of the Companies Act, 2013. - If there are any doubts or complexities in drafting the E-AOA, it's advisable to seek guidance from a company secretary or legal professional who can ensure compliance and accuracy.
In summary, while the E-AOA will become the final version on record after submission, it should incorporate all existing clauses from your current AOA, including any additional clauses beyond the standard format. Ensure clarity in reflecting the changes being made (such as deletion of the common seal clause) and comply with all filing procedures and legal requirements under the Companies Act, 2013.
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