18 November 2009
Suppose at the time of incorporation there were 4 person as a subscribers to the MOA & AOA i.e. first directors of the company and if one director dies after 2 years of incorporation then
My query is that
a) can we change the last subscription page of MOA & AOA if chairman wants to remove the name of deceased director as his all shares has been tranferred to one of the remaining director??
b) can we change relevant Article by mentioning name of current directors instead of first directors?? if yes then what would be procedure to get it done??
1. As per my understanding you can not change the last subscription page of MOA & AOA at any cost.
2. Yes you can 100% change the relevant Article by mentioning name of current directors instead of first directors. Procedure is very simple. Pass SR u/s 31 for alteration of AOA and upload form-23 with ROC.
18 November 2009
thanks Mr. ankur, well tell me one more thing that passing of SR will be in back date or it can be done in today's date also as we are going to print our MOA & AOA??
18 November 2009
and second thing 3-4 time there were amendments in MOA & AOA so it is required to mentioned every single amendment as a foot note while final printing of MOA & AOA
18 November 2009
Yes you can pass the SR in back date but not beyond the date of last MOA alteration.
No foot note is not mandatory at all as per law. It is just for the sake of your convenience and nothing else. But let me tell you this is really a standard practice to follow.
18 November 2009
No Vandana there is nothing in law regarding change in subscription page through any section. Try and analyse/recall the concept of subscription page as a CS you will realize yourself and if you apply, ROC surely reject your application. Try and convince your seniors.
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