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Change In AOA

The Articles of Association (AOA) define the rules and regulations for a company’s internal management. It outlines procedures for:

  • Managing share capital and its issuance.
  • Conducting shareholder meetings and decision-making.
  • Appointing and removing directors.
  • Handling company accounts and finances.

 

Articles of Association (AOA) Amendment

Why And How To Amend Clauses In The AOA

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Why Should I Use Auriga Accounting of Change In AOA ?

Auriga Accounting has a team of registration experts who can provide complete guidance to Change In AOA.

book appointment

Our team of experts will get in touch with you and collect all necessary documents and details

Resolve all your queries

We fill out and file your application for Event Based Compliance

Complete your Event Based Compliance

Complete Your Change In AOA

OVERVIEW - Change In AOA

What is Annual Compliance For a One person Company?

Articles of Association (AOA) & Amendments

  • AOA defines the internal rules and regulations of a company.
  • It must be registered during company incorporation.
  • Companies can amend the AOA post-incorporation as needed.
  • Amendments help in efficient management and compliance.
  • After an amendment, companies must file Form MGT-14 with the Ministry of Corporate Affairs (MCA).

The Articles of Association mainly consists of the following –

The Articles of Association (AOA) is a key document that governs a company’s internal management and operations. It sets the rules and regulations for how the company functions, including:

  • Directors’ Roles – Appointment, removal, and responsibilities.
  • Shareholder Rights – Voting rights, dividends, and share transfers.
  • Board Meetings – Procedures for director meetings.
  • General Meetings – Rules for company-wide decision-making.
  • Profit Sharing – How profits are distributed to shareholders.
  • Borrowing Money – Guidelines on taking loans.
  • AOA Amendments – Process for modifying company rules.
  • Company Closure – Steps for winding up and asset distribution.
  • Company Seal – Usage rules if applicable.

 

Why Amend Clauses in the MOA and AOA? -Change In AOA

Amending a company’s Memorandum of Association (MOA) and Articles of Association (AOA) is essential to adapt to business growth, legal requirements, and structural changes. Key reasons include:

  • Business Expansion – To include new activities as the company diversifies or enters new markets.
  • Legal Compliance – To align with updated laws and regulatory requirements.
  • Corporate Restructuring – Required during mergers, acquisitions, or ownership changes.
  • Capital Structure Changes – For raising capital, modifying shareholding patterns, or issuing new shares.
  • Governance Enhancements – To refine board structure, shareholder rights, and decision-making processes.
  • Operational Efficiency – To improve internal management, voting rights, and procedural aspects.
  • Stakeholder Requirements – To address shareholder, creditor, or investor needs, such as dividend policies or dispute resolution mechanisms.

Procedure for Amending the Articles of Association or Change In AOA

Amending the Articles of Association (AoA) in India follows a structured process under the Companies Act, 2013. Here’s a step-by-step guide:

  1. Board Meeting – Convene a Board of Directors meeting to approve the alteration and authorize calling a General Meeting.
  2. Notice of General Meeting – Send a 21-day prior notice to members, auditors, and directors, detailing the proposed amendments.
  3. Explanatory Statement – Include a statement explaining the purpose and effect of the changes.
  4. General Meeting & Special Resolution – Hold an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM) and pass the resolution with at least 75% approval.
  5. Filing with Registrar of Companies (RoC) – Submit Form MGT-14 with required documents within 15 days of resolution approval.
  6. Registrar’s Approval – The RoC reviews and registers the amended AoA, making the changes legally effective.
  7. Update AoA Records – Incorporate the amendments into the company’s AoA and maintain updated records at the registered office.
  8. Compliance & Disclosures – Ensure all legal disclosures and regulatory requirements are met.

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