Alteration of the MOA and AOA
The power of a limited company to alter its share capital is given under Section 61 of the Companies Act, 2013. Sub-clause further states that a limited company having a share capital may, if so authorized by its articles, alter its memorandum in its general meeting to:
Increase its authorized share capital by such amount as it thinks expedient
The authorized share capital of the company can be increased by altering the memorandum of association. The provisions regarding the alteration of memorandum of association and Articles of association are given under Section 13 and 14 of the Companies Act respectively.
A company may alter the provisions of the memorandum after it has passed a special resolution thus complying with the procedural requirements given under Section 13.
An alteration has to be made in the Memorandum Of Association and the Articles Of Association under clause 5 and 4 respectively.
According to Clause 5 ‘, The Authorized Share Capital of the company is INR 1,00,000/- divided into 10,000 Equity Shares of INR 10 each. The minimum paid up share capital of the company is INR 1,00,000.
Alteration of AOA with regards to increasing of share capital is given under Clause 4.
Section 14 of the Companies Act, 2013 also states that where the company does not have the authorization to amend its AOA then the alteration can be carried out by the procedure of passing a special resolution.
Section 14 states that the alteration to a company’s articles can be done only by passing a special resolution and the order of approval of the alteration carried out has to be filed with the ROC accompanied with the hard copy of the actual altered articles not later than fifteen days in the manner which is prescribed. The alteration is only valid if there was a provision in the original articles
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