Amendment of MOA/AOA – NCF SMART SOLUTION

Some common reasons for amending the MOA and AOA include:

Change in Company Name: When a company wishes to change its name, the name change must be reflected in the MOA and AOA.
Change in Registered Office: If the company wants to change its registered office from one state to another, it needs an amendment to both the MOA and AOA.
Change in Business Objectives: If the company is expanding or changing its business activities, the objectives in the MOA need to be modified.
Change in Capital Structure: If the company increases or reduces its share capital, the capital clause in the MOA must be updated.
Alteration in Shareholder Rights: If the company needs to amend provisions regarding the rights of shareholders (voting rights, dividend policies, etc.), the AOA may need to be altered.
Change in Number of Directors or Shareholders: Adjustments in the company’s governance structure may require changes to the AOA.
Insertion or Removal of Clauses: Sometimes, new clauses need to be inserted, or existing ones removed, to align with changes in law or business needs.

The process for amending the MOA and AOA generally involves the following steps:

A Board Meeting must be held to approve the proposal for the amendment of the MOA and/or AOA.
A resolution must be passed by the board authorizing the drafting of the amendment and the filing of the necessary forms with the Registrar of Companies (RoC).

After the board resolution, the company must convene a General Meeting (usually an Extraordinary General Meeting, EGM) to pass a special resolution approving the amendment.
For most amendments to the MOA and AOA, a special resolution is required, which means it must be passed by a majority of three-fourths (75%) of the members present and voting.

A professional (typically a company secretary or legal expert) will prepare the changes to be incorporated in the MOA and AOA. The exact changes must be clearly drafted, and they will be included in the documents that are submitted to the RoC.

Form MGT-14: After the special resolution is passed by the shareholders, the company must file Form MGT-14 with the Registrar of Companies within 30 days of passing the resolution.
- Form MGT-14 is used to inform the RoC about the passing of special resolutions, including those related to the amendment of MOA and AOA.
Form INC-24 (in case of changes related to the company’s name or shifting of registered office between states).
- For certain specific amendments (like a change in the name of the company or alteration of the registered office), the company may need to file additional forms such as Form INC-24.
Other Attachments:
- Copy of the special resolution passed by the shareholders.
- Copy of the amended MOA/AOA.
- A certified true copy of the resolution passed in the general meeting.

Once the forms are filed, the RoC will verify the submission.
If the documents are in order and the amendments are legally valid, the RoC will approve the amendments.
The RoC will then issue a Certificate of Registration of the amendment, which signifies that the amendments have been duly recorded.

After the amendment is approved by the RoC, the changes are considered legally effective, and the new provisions will apply.
The company should ensure that the updated MOA and AOA are maintained and accessible to all stakeholders.

MOA (Memorandum of Association):
- Name Clause: To change the company name.
- Registered Office Clause: To change the registered office, especially if moving to a different state.
- Object Clause: To modify or add business objectives.
- Capital Clause: To increase or reduce share capital.
- Liability Clause: To amend the liability of members, if necessary.
AOA (Articles of Association):
- Directorship Provisions: To change the number of directors or their powers.
- Dividend Provisions: To modify policies regarding dividend distribution.
- Shareholder Rights: To change the rights, privileges, or restrictions attached to shares.
- Transfer of Shares: To modify provisions related to the transfer or transmission of shares.
- Meetings: To alter procedures related to annual or extraordinary general meetings.
- Voting Rights: To adjust the voting rights of members or shareholders.

Special Resolution passed by the shareholders.
Revised copy of the MOA/AOA reflecting the proposed amendments.
Form MGT-14 for filing the special resolution with the RoC.
Form INC-24 (if applicable, for name change or shifting registered office).
Consent Letters or affidavits (if applicable) for specific changes, such as for a change of directors.

Board Resolution: To be passed in a Board Meeting before convening a shareholder meeting.
General Meeting: Once the Board approves the amendment, a general meeting must be convened, typically within a few weeks.
Filing with RoC: Once the special resolution is passed, forms MGT-14 and INC-24 (if required) should be filed with the RoC within 30 days.
Approval: After filing, the RoC typically takes 7-15 days to process and approve the amendment, depending on the nature of the amendment and the RoC workload.

Ensure that the proposed changes are in compliance with the provisions of the Companies Act, 2013.
If the change involves altering the company’s name or registered office, be mindful of the necessary approvals from shareholders and other stakeholders.
Consult a company secretary or legal professional to ensure the amendments are legally valid and appropriately drafted.