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AMENDMENTS/CORRECTIONS IN MOA, AOA, OR IN A COMPANY
Amendments in MOA, AOA, or company details involve updating essential company documents to reflect changes in structure, policies, or regulations, ensuring legal compliance.
Amendments/Corrections in MOA, AOA, or in a Company
Amendments or corrections in a company’s Memorandum of Association (MOA) and Articles of Association (AOA) are essential to update the company’s foundational documents. The MOA defines the company’s constitution, while the AOA sets the rules for internal operations.
Amendments to the MOA: Changes can include the company name, objects, capital, or liability clause. Some amendments may require Central Government approval. A special resolution must be passed by a three-fourths majority at a general meeting and filed with the Registrar of Companies (ROC), who will then issue a certificate of alteration.
Amendments to the AOA: Changes may involve the financial year, directors’ qualifications, or meeting procedures. Certain amendments may also need Central Government approval. A special resolution must be passed by a two-thirds majority at a general meeting and filed with the ROC, who will issue a certificate of alteration.
Corrections to the MOA and AOA: Clerical or accidental errors can be corrected by filing Form MGT-14 with the ROC. The ROC will review and issue a certificate of correction if satisfied, making the corrections official.
Key Points:
- Amendments and corrections must comply with the Companies Act, 2013.
- Some changes require Central Government approval.
- Changes must be filed with the ROC within prescribed timelines.
- Consulting with your SRM before making any changes is advisable.
Examples of Amendments:
- MOA: Changing the company name, objects, authorized capital, or liability clause.
- AOA: Changing the financial year, directors’ qualifications, meeting procedures, voting rights, or quorum requirements.
Examples of Corrections:
- Correcting spelling or grammatical errors.
- Correcting clerical errors (e.g., incorrect dates or amounts).
- Correcting accidental omissions.
- Correcting inconsistencies between the MOA and AOA.
Amendments and corrections ensure that a company’s constitution and internal rules are current and reflect its needs. However, the process can be complex and time-consuming, so consulting with your SRM is recommended.
Document Required
Amedment in MOA & AOA (Gov Fees Extra)
Amedment in MOA & AOA
(Gov Fees Extra)
Frequently Asked Questions
Find answers to common questions about our services.
What is an amendment in the Memorandum of Association (MOA) or Articles of Association (AOA)?
An amendment involves making changes to the existing provisions of the MOA or AOA, such as altering the company’s name, objectives, authorized capital, or internal regulations.
Why might a company need to amend its MOA or AOA?
Amendments are often necessary to reflect changes in the company’s operations, objectives, structure, or compliance requirements, or to correct any outdated or erroneous information.
What is the process for amending the MOA or AOA?
The company must pass a special resolution at a general meeting, gain necessary approvals (sometimes from the Central Government), and file the resolution with the Registrar of Companies (ROC) along with the required documents and fees.
What is a special resolution, and how is it passed?
A special resolution is a resolution passed by a three-fourths majority of members present and voting at a general meeting. It is required for significant changes like amendments to the MOA or AOA.
Can the MOA or AOA be corrected without a special resolution?
Clerical or accidental errors can be corrected by filing Form MGT-14 with the ROC. However, substantial amendments require a special resolution.
What documents are required to amend the MOA or AOA?
ecessary documents include a copy of the special resolution, the amended MOA or AOA, and any other documents specified by the ROC.
What are the consequences of not updating the MOA or AOA?
Failure to update the MOA or AOA can lead to non-compliance with the Companies Act, 2013, resulting in legal penalties, operational challenges, and potential invalidation of company actions.
How long does the amendment process take?
The timeline varies depending on the complexity of the amendment and the efficiency of the ROC’s processing. Typically, it can take several weeks to a few months.
