Company MOA and AOA Change - Explained

Articles of Association (AOA), Memorandum of Association (MOA) may need to be changed from time to time, to represent latest objects, rights, duties of directors.

This document covers

1. Contents of MOA
2. Contents of AOA
3. Change of MOA
4. Procedure for change of MOA
5. Change of AOA
6. Process for change of AOA
7. MCA Fees for filing MGT 14
8. Additional Fee for belated filing of MGT 14

1. Contents of MOA

MOA consists of the following details

1. Name of the company
2. Address of Registered office
3. Objects of the company
4. Liability clause of the company
5. Authorised Capital clause of the company

2. Contents of AOA

AOA consists of the following details

1. Share capital and variation of rights
2. Lien
3. Calls on shares
4. Transfer of shares
5. Forfeiture of shares
6. Alteration of capital
7. Capitalisation of profits
8. Buy-back of shares
9. General meetings
10. Proceedings at general meetings
11. Adjournment of meeting
12. Voting rights
13. Proxy
14. Board of Directors
15. Proceedings of the Board
16. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
17. The Seal
18. Dividends and Reserve
19. Accounts
20. Winding up
21. Indemnity

3. Change of MOA

MOA can be altered in the following situations

1. Change in Name of the company
2. Change in Registered office address
3. Change in Authorised Capital
4. Change in Objects
5. Nominee can be changed in case of OPC

4. Procedure for change of MOA

1. Issue the notice of board meeting at least 7 days prior to the Board meeting.
2. Held the Board meeting of directors and propose the changes to be done to MOA and fix the date, time and place of the general meeting.
3. Issue the notice of Extraordinary general meeting (EGM) to all the members prior to 21 days to the date of EGM
4. Pass Special Resolution in EGM and get approval from the members for change of MOA
5. File the form with ROC within 30 days from passing the resolution. Copy of special resolution, copy of notice of EGM, Copy of MOA needs to be uploaded

5. Change of AOA

A company can alter its Articles of Association by way of addition, deletion, modification, substitution or in any other way.

6. Process for change of AOA

1. Issue the notice of board meeting at least 7 days prior to the Board meeting.
2. Held the Board meeting of directors and propose the changes to be done to AOA and fix the date, time and place of the general meeting.
3. Issue the notice of Extraordinary general meeting (EGM) to all the members prior to 21 days to the date of EGM.
4. Pass Special Resolution in EGM and get approval from the members for change of AOA.
5. File MGT 17 and required form with ROC within 30 days from passing the resolution. Copy of special resolution, copy of notice of EGM, Copy of MOA and AOA needs to be uploaded.

7. MCA Fees for filing MGT 14

Every form which is filed with ROC will have Govt fee. The Government fee is as follows

1. For Company not having share capital – Rs 200
2. For Company having Share Capital

8. Additional Fee for belated filing of MGT 14

If the form MGT 14 is not filed within due date, Additional fee will be levied by MCA as follows.