MOA AND AOA - Companies act 1956 to 2013.
This query is : Resolved
17 September 2021
We have AOA and MOA registered under companies act 1956, after introduction of companies act 2013 whether we have to make any registration of earlier MOA and AOA under 2013 act?
Rgds
Renjith.R.S
Rgds
Renjith.R.S
17 September 2021
No need any such registration. Earlier registration will be continued.
18 September 2021
Thanks... Any resolution or circular to be made for applicability of 2013 act for earlier AOA and MOA.
18 September 2021
No need for any resolution or circular.
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20 September 2021
You should adopt new AOA & MOA as per Companies Act
20 September 2021
Thanks for reply, Can you brief procedure for adopting?
Thanks for reply, Can you brief procedure for adopting?
03 August 2024
Certainly! Adopting a new Articles of Association (AoA) and Memorandum of Association (MoA) as per the Companies Act, 2013 involves a structured procedure. Here’s a step-by-step guide to help you through the process:
### 1. **Drafting the New MoA and AoA**
- **MoA (Memorandum of Association):** This document outlines the company’s scope of activities, objectives, and capital structure.
- **AoA (Articles of Association):** This document defines the rules and regulations for the management and administration of the company.
Ensure the new MoA and AoA comply with the Companies Act, 2013, and any relevant rules or regulations.
### 2. **Board Meeting for Approval**
- **Prepare a Notice:** Call a Board meeting with a clear agenda to discuss the adoption of the new MoA and AoA.
- **Board Resolution:** Pass a resolution in the Board meeting to approve the new MoA and AoA. The resolution should also authorize a director or company secretary to take necessary steps to file with the Registrar of Companies (RoC).
### 3. **Shareholders’ Approval**
- **Prepare a Notice:** Call a General Meeting (Annual General Meeting or Extra-Ordinary General Meeting) of the shareholders.
- **Resolution:** Pass a special resolution to adopt the new MoA and AoA. Special resolution requires a three-fourths majority of the members present and voting.
### 4. **File with Registrar of Companies (RoC)**
- **Form MGT-14:** File Form MGT-14 with the RoC within 30 days of passing the special resolution. This form is used to inform the RoC about the passing of the resolution for adoption of the new MoA and AoA.
- **Attachments:** Attach copies of the special resolution, new MoA, and AoA to Form MGT-14.
- **Form SH-7 (if applicable):** If there is any change in share capital, file Form SH-7 as well.
### 5. **Update Records**
- **MoA and AoA:** Update the company's records with the new MoA and AoA. Ensure all future company documents and filings are consistent with the new versions.
- **Certificates:** The RoC will issue a certificate of registration once the new MoA and AoA are approved.
### 6. **Communicate Changes**
- **Internal Communication:** Inform all relevant departments and employees about the changes in the MoA and AoA.
- **External Communication:** Update any third parties, such as banks and business partners, about the changes if required.
### 7. **Maintain Compliance**
- **Regular Updates:** Ensure compliance with the new provisions outlined in the MoA and AoA.
- **Annual Filing:** File annual returns and other required documents with the RoC in line with the updated MoA and AoA.
### Important Points to Consider:
- **Legal Review:** It’s advisable to have the new MoA and AoA reviewed by a legal expert to ensure they are compliant with the Companies Act, 2013.
- **Consistency:** Ensure that the new MoA and AoA are consistent with each other and reflect the company's current operations and objectives.
- **Documentation:** Keep records of all resolutions, filings, and correspondence related to the adoption of the new MoA and AoA.
### Example Documents:
- **Board Resolution:** “Resolved that the new Articles of Association and Memorandum of Association, as tabled, be and are hereby approved, and that [Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies.”
- **Special Resolution:** “Resolved that pursuant to Section 14 of the Companies Act, 2013, the existing Articles of Association be substituted with the new Articles of Association as laid before the meeting and initialed by the Chairman for the purpose of identification, and that [Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies.”
Following this procedure ensures that the adoption of the new MoA and AoA is carried out legally and efficiently. If you have any specific concerns or need further assistance, consulting with a legal professional is recommended.
### 1. **Drafting the New MoA and AoA**
- **MoA (Memorandum of Association):** This document outlines the company’s scope of activities, objectives, and capital structure.
- **AoA (Articles of Association):** This document defines the rules and regulations for the management and administration of the company.
Ensure the new MoA and AoA comply with the Companies Act, 2013, and any relevant rules or regulations.
### 2. **Board Meeting for Approval**
- **Prepare a Notice:** Call a Board meeting with a clear agenda to discuss the adoption of the new MoA and AoA.
- **Board Resolution:** Pass a resolution in the Board meeting to approve the new MoA and AoA. The resolution should also authorize a director or company secretary to take necessary steps to file with the Registrar of Companies (RoC).
### 3. **Shareholders’ Approval**
- **Prepare a Notice:** Call a General Meeting (Annual General Meeting or Extra-Ordinary General Meeting) of the shareholders.
- **Resolution:** Pass a special resolution to adopt the new MoA and AoA. Special resolution requires a three-fourths majority of the members present and voting.
### 4. **File with Registrar of Companies (RoC)**
- **Form MGT-14:** File Form MGT-14 with the RoC within 30 days of passing the special resolution. This form is used to inform the RoC about the passing of the resolution for adoption of the new MoA and AoA.
- **Attachments:** Attach copies of the special resolution, new MoA, and AoA to Form MGT-14.
- **Form SH-7 (if applicable):** If there is any change in share capital, file Form SH-7 as well.
### 5. **Update Records**
- **MoA and AoA:** Update the company's records with the new MoA and AoA. Ensure all future company documents and filings are consistent with the new versions.
- **Certificates:** The RoC will issue a certificate of registration once the new MoA and AoA are approved.
### 6. **Communicate Changes**
- **Internal Communication:** Inform all relevant departments and employees about the changes in the MoA and AoA.
- **External Communication:** Update any third parties, such as banks and business partners, about the changes if required.
### 7. **Maintain Compliance**
- **Regular Updates:** Ensure compliance with the new provisions outlined in the MoA and AoA.
- **Annual Filing:** File annual returns and other required documents with the RoC in line with the updated MoA and AoA.
### Important Points to Consider:
- **Legal Review:** It’s advisable to have the new MoA and AoA reviewed by a legal expert to ensure they are compliant with the Companies Act, 2013.
- **Consistency:** Ensure that the new MoA and AoA are consistent with each other and reflect the company's current operations and objectives.
- **Documentation:** Keep records of all resolutions, filings, and correspondence related to the adoption of the new MoA and AoA.
### Example Documents:
- **Board Resolution:** “Resolved that the new Articles of Association and Memorandum of Association, as tabled, be and are hereby approved, and that [Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies.”
- **Special Resolution:** “Resolved that pursuant to Section 14 of the Companies Act, 2013, the existing Articles of Association be substituted with the new Articles of Association as laid before the meeting and initialed by the Chairman for the purpose of identification, and that [Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies.”
Following this procedure ensures that the adoption of the new MoA and AoA is carried out legally and efficiently. If you have any specific concerns or need further assistance, consulting with a legal professional is recommended.
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