Amendment of AOA

Alteration of Articles of Association of a company is required while substituting any clause thereof or addition of any new clauses pursuant to any changes brought by the applicable laws enacted by the parliament and sometimes more stricter restrictions are also induced in the AOA by way of Entrenchment of AOA of the Company pursuant to any contractual arrangements or agreements. Alteration of Articles of Association can be affected by passing of a special resolution in the meeting of the Shareholders of the Company.

AMENDMENT OF AOA

 

 

Basic information:

 

 

Articles of Association of a Company which is famously known as AOA, is a document of internal rules and regulations and bye-laws of a company which defines roles and responsibilities of the Board of Directors, Key Managerial Personnel (KMPs) and all other employees of the Company etc. Alteration of Articles of Association of a company is required while substituting any clause thereof or addition of any new clauses pursuant to any changes brought by the applicable laws enacted by the parliament and sometimes more stricter restrictions are also induced in the AOA by way of Entrenchment of AOA of the Company pursuant to any contractual arrangements or agreements. Alteration of Articles of Association can be affected by passing of a special resolution in the meeting of the Shareholders of the Company.

 

LEGALRAJ will help you amend Articles of Association of a company. The average time taken to file for complete a Articles of Association amendment is about 2-5 working days, subject to government processing time and client document submission.

 

 

What will you receive in Amendment of AOA package ?

 

  1. Board Resolution for change in AOA

 

  1. Special Resolution, if required for change in AOA

 

  1. Form MGT-14 along with its paid MCA challan

 

  1. Updated copy of the Memorandum of Association (MOA) & Articles of Association (AOA)

 

  1. Proof of approval of the jurisdictional authorities.

 

 

How Amendment of AOA becomes possible ?

 

 

There are following ways in which MOA of the Company can amended:

 

              1. By change of name

 

              1. By change of main business object of the Company

 

              1. By change of registered office of the Company

 

              1. By increase in Authorised share capital

 

              1. By changing liability of the members

 

What is the process for Amendment of MOA of the Company ?

 

 

Step 1: Conduct the Board of Directors meeting

 

Step 2: Call and convene the General meeting of the members

 

Step 3: Pass necessary resolutions in General Meeting

 

Step 4: File necessary forms with the ROC such as MGT-14

 

Step 5: Receipt of approval of amendment of AOA of the Company

 

 

What can be the reasons for the Amendment of AOA ?

 

 

  1. Change of name of the Company
  2. Change in category of the Company such as conversion of Pvt. Ltd. Company into Public Ltd. Company and vice-versa
  3. Alteration in clauses of AOA
  4. Entrenchment of AOA.

 

 

To whom are the legal effect binding of AOA and amendment of AOA ?

 

  1. Members bound to the company.

 

  1. Company bound to its members.

 

  1. Members bound to members.

 

  1. Company and the outsiders.

 

 

How we help with Articles of Association ?

 

 

          1. Consultation: we will review the present and proposed AOA of company and the Articles of Association and after considering the level of complexities involved, we can assist you with the procedure for amendment of Articles of Association and matters related thereto.

 

          1. Board & Members Resolutions: We will provide timelines, documents and do the compliances for you.

 

          1. Filing: We will timely file applicable returns, documents and other formalities with the Registrar of Companies (RoC) to effectuate AOA Amendment and obtain the Approval for such amendments.

Documents


Passport Photo

Passport Photo of all parties


PAN Card

PAN Card of all parties


Aadhaar Card

Aadhaar Card of all parties


Utility Bill

Utility bill of Electricity or Telephone.


Address Proof

Valid Address Proof of all the parties.


Licence

Valid Driving Licence of all the parties.


Terms and Conditions

Terms and Conditions between the parties.


Other Documents

Other documents will be intimated through e-mail.

FAQ

Articles of association form a document that specifies the regulations for a company's operations and defines the company's purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records.

Articles of Association (AOA) describes the rules and regulations for the internal management of the company. It usually contains regulation relating to Share capital and Variation rights, Lien, Calls on Shares, Transfer and Transmission of shares etc.

Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way, only if it wants. To alter the Article of association of Company by giving notice holding required meetings and passing resolution for the same.

The articles are a public document open to inspection at registered office. They create a contract between the company and each of its members in their capacity as members.

The alteration cannot have retrospective effect. It can operate only from the date of amendment.

The articles are binding on all directors and shareholders, come what may and are also a public document. All companies are required to publish their articles on the public record maintained by the Companies.