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MOA and AOA

06 April 2018

a company wants to include a provision in its AOA by alter them to limit the company share capital to a fixed amount can it do so? will your answer be different if 100 present shareholders agree for such alterations?

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2 Replies

Ranjit Kumar (27 Points)
Replied 06 April 2018

no, as per certain decided cases a company can not includes in its AOA a provision in relation to fixing the amount of share capital. even if hundred percent consent of shareholders has been obtained, as AOA of the companies can not override the provision contained in the act ( section 6 )

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CS M Pota (Company Secreatary) (3186 Points)
Replied 07 April 2018

First of all AOA of a Company providesprovisions relating to operation of Company like numbers of directors, board meetings,share related issue like variation of right,issue of share inphysical form or dematterialised form,proceeding of general meeting ,proxy,dividend recerve till widing upp of a Comapy. In AOA of any Company numbers of share capital along with its face value will not be memtioned.Only and only MOA provides for share capital covering numbers of share its division face value that to under the clause of Authorised Share capital.So here the question to insert in AOA "by alter them to limit the company share capital to a fixed amount" mentioned in your above question does not because there is no any prvision to memtion about share capital in the AOA.