Under the Companies Act, 2013, the Memorandum of Association (MOA) and Articles of Association (AOA) of a company can be altered through a special resolution passed by the shareholders in a general meeting
The process typically involves giving proper notice to shareholders, holding a meeting, and obtaining the approval of at least three-fourths of the shareholders in attendance. The altered MOA/AOA must then be filed with the Registrar of Companies (ROC).
Points | Alteration of MOA | Alteration of AOA |
MEANING | The Memorandum of Association (MOA) is a foundational document that defines the scope and objectives of a company, as well as its relationship with the outside world. It outlines the purpose of the company's existence, the powers of its directors, and the rights and duties of its shareholders. The MOA is a publicly available document that can be inspected by any interested party, and it acts as a contract between the company and its shareholders. | The Articles of Association (AOA) is a document that outlines the internal regulations and bylaws of a company. It governs the management and administration of the company, and sets out the procedures for decision-making and conducting business. The AOA acts as a supplement to the Memorandum of Association (MOA), and together they form the constitutional documents of a company. |
KEY CLAUSES ARE ALTERED OF MOA & AOA | 1. Name Clause 2. Registered Office Clause 3. Object Clause 4. Liability Clause 5. Subscription Clause 6. Capital Clause | Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way, only if it wants. Including alterations having the effect of conversion of - 1. Private company into a public company. 2. Public company into a private company |
STEPS FOR ALTERATION IN ARTICLE OF ASSOCIATION: | STEP – I: Convey Board Meeting of Directors STEP –II: Held Board Meeting STEP- III: Issue Notice of General Meeting STEP- IV: Hold General Meeting STEP- V: Filing of form with ROC | STEP – I: Convey Board Meeting of Directors STEP –II: Held Board Meeting STEP- III: Issue Notice of General Meeting STEP- IV: Hold General Meeting STEP- V: Filing of form with ROC |
DUE DATE FOR FILING OF ALTERATION COPIES OF MOA AND AOA | Within 30 days of passing the resolution for such alterations. | Within 30 days of passing the resolution for such alterations. |
Sl. No | Form | Table | |
1 | Company Limited by Shares | Table A | Table F |
2 | Company Limited by Guarantee and not having share capital | Table B | Table H |
3 | Company Limited by Guarantee and having share capital | Table C | Table G |
4 | Unlimited Company and not having share capital | Table D | Table J |
5 | Unlimited Company and having share capital | Table E | Table I |
| The Memorandum of Association (MOA) is a document that outlines the relationship between a company and its members, while the Articles of Association (AOA) defines the internal functioning of the company. | ||||||
| The MOA outlines the purpose, name, location, and capital of a company, while the AOA sets out the regulations and bylaws that govern the company and its shareholders, including the rights and duties of shareholders, the powers of directors, and decision-making procedures. |
