What is MOA and AOA Amendment?

The Memorandum of Association (MOA) and Articles of Association (AOA) are two foundational documents for any company registered under the Companies Act, 2013.

• MOA (Memorandum of Association) defines the objectives, scope of activities, and the legal framework within which the company will operate.
• AOA (Articles of Association) governs the internal rules and regulations, such as the rights and responsibilities of shareholders, directors, and officers within the company.

The process of MOA Amendment and AOA Amendment involves legally changing or altering the provisions of these documents to reflect any desired changes in the company's operations, structure, or governance.

Why Amend the MOA and AOA?

1. Changing Business Activities: If the company plans to expand, reduce, or change its line of business, the MOA needs to be amended.
2. Changes in Share Capital: Any increase or decrease in the company's share capital requires changes in the MOA and AOA.
3. Directorial Changes: Amendments to the AOA may be necessary when modifying rules related to the appointment, removal, or powers of directors.
4. Company Restructuring: In cases of mergers, acquisitions, or reorganizations, both the MOA and AOA might need updates.
5. Legal or Compliance Requirements: Changes in regulatory or legal requirements may necessitate the amendment of these documents to stay compliant.

Process for MOA and AOA Amendment

1. Board Resolution

To begin the amendment process, the Board of Directors must pass a Board Resolution. This resolution formally approves the proposed changes to the MOA and/or AOA.

• The resolution should state the proposed amendments.
• A special meeting of the Board is typically required to approve these changes.

2. Shareholder Approval

Once the Board approves the amendments, a special resolution must be passed by the shareholders during an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM). The special resolution must detail the changes made to the MOA and AOA.

• The special resolution is filed with the Registrar of Companies (ROC) through Form MGT-14.

3. Filing with the Registrar of Companies (ROC)

After receiving the approval from the Board and shareholders, the company must file the amendments with the ROC.

• MOA amendments are filed with Form INC-24.
• AOA amendments should be submitted along with the special resolution in Form MGT-14.
• The ROC will review the proposed changes and, if they are in compliance with the law, approve the amendments.

4. Issuance of Certificate of Amendment

Once the amendments are approved by the ROC, a Certificate of Incorporation is issued with the updated MOA and AOA. The new certificates should be maintained as part of the company’s records.

Documents Required for MOA and AOA Amendment

1. Board Resolution: A copy of the board resolution passed to approve the amendments.
2. Special Resolution: A copy of the special resolution passed by the shareholders.
3. Form MGT-14: A form used to file the special resolution with the ROC.
4. Form INC-24: Used to file for the amendment of the MOA with the ROC.
5. Amended MOA and AOA: The updated documents reflecting the proposed changes.
6. Copy of the Updated Certificate of Incorporation: This certificate is issued once the amendments are approved by the ROC.