CHANGE IN MOA AND AOA
In accordance with the the Section 2(56) of the Companies Act,2013 “memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act.
Section 4 of the Companies Act,2013 deals with MOA. The Memorandum of a company shall contain the following
The name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company.
The State in which the registered office of the company is to be situated.
The objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof.
The liability of members of the company, whether limited or unlimited, and also state,— (i) in the case of a company limited by shares– liability of its members is limited to the amount unpaid, if any, on the shares held by them; and (ii) in the case of a company limited by guarantee-the amount up to which each member undertakes to contribute— (A) to the assets of the company in the event of its being wound-up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member,as the case may be; and (B) to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributories among themselves;
(i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and
(ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name; In the case of One Person Company, the name of the person who, in the event of death of the subscriber, shall become the member of the company. MOA has to drafted very carefully as the company cannot go against anything that is mentioned in this document. Even AOA has to comply with MOA. For example, if you have mentioned under object clause that you will do real estate business in your MOA then you cannot do any other business under this company name.
As per Section 2(5) of the Companies Act,2013 “articles” means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act. Section 5 of the Companies Act,2013 deals with AOA.The articles of a company shall contain the regulations for the management of the company. The articles shall also contain such matters, as may be prescribed. It shall not prevent a company from including such additional matters in its articles as may be considered necessary for its management.
Board Meeting for change in MOA, Notice of EGM, Certified True copy of Special Resolution, Memorandum of Association, Articles of Association
LIST OF STATUTORY COMPLIANCES FOR COMPANIES IN INDIAA set of Statutory compliances are needed to be followed by the established companies in India.The non-compliance on national and state levels increased the legal complications in the form of heavy penalties and fees. Plenty of time and resources a...... Read More
Annual Compliance for Private Limited CompanyA Private Company is a corporate held under private ownership which requires regular filing with the Ministry of Corporate Affairs. For every organization it is obligatory to file an yearly return and audited financial statements including profit and loss...... Read More
Annual Compliance for One Person CompanyIn countries like India where entrepreneurship is highly encouraged. One Person Company is one of the most leading forms of business for entrepreneurs whose business lies in an early stage with an intention to grow in future. A One Person Company comprises one...... Read More
Annual Compliances for LLP A Limited Liability Partnership is a separate legal entity. In order to preserve active status and to avoid default status. A regular filing with MCA is required to be taken care by all Limited Liability partnerships. Annual Compliance for any LLP is obligatory...... Read More
Once an application is filed for striking off of company with the respective Registrar of Companies (ROC) after verifying the documents the RoC will strike off the name of company and this procedure normally takes 3-4 month. However, if any objection is received from ROC this process might take extra time or even reject the application. Disclaimer: – The above article is prepared keeping all the significant and fundamental inquiry which comes at the top of the pri...... Read More
Certified true copy of board resolution for authorisation given for filing this application.Registered Digital Signature Certificate of director for signing the form.Memorandum of association of the CompanyArticle of Association of the Company.Proof of identity (PAN Card/Aadhar Card/Voter ID card).Residence proof (Passport/Driving License/Voter ID Card)Statement of account duly certified by a chartered accountant.Affidavit in Form STK-4 and Indemnity bond in Form STK-3 duly notarised...... Read More
The procedure is extremely easy and is completed step wise:- 1. Call a board meeting in accordance with the Secretarial standards and Companies Act 20132. Convene Board meetingto pass the following resolutions:-To take note of statement of accountsTo authorise directors to sign the Indemnity Bond and Affidavits as per Form STK-3 and Form STK-4 respectively.To authorise a director to digitally sign the application in e-Form STK-2.To fix the day, date, time and venue...... Read More
MGT-14 has normal associated fees in accordance with the authorized share Capital of the Company. STK-2:- INR 10,000/-......
Two e-forms are required for striking off of company:- a) MGT-14 b) STK-2......
Yes. Member’s approval is required through Special resolution for striking off company ......
has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;has engaged in any activitythe company at any time in the previous 3 months:- has changed its name or shifted its registered office from one State to another; ...... Read More
The company has filed its upto date all the financial statements and annual return with the Registrar of Companies.The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company.No order is in operation staying filing of the documents by a court or tribunal or any other competent authority.the company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 ...... Read More
A company can get strike off in two ways:- Suo-moto (Voluntary Striking off)By Registrar of Companies ......
Any company can get strike off whether it’s a Private companyOne-person companyPublic company ......
Striking off of company suggests that closing of a non profitable venture company. In different words it's the quickest and easiest method to shut an organization.......
Each organization is begun with a dream to keep up its business continuously, but not all businesses square measure effective since quite an whereas past run. As we have a tendency to as of currently recognize, that there's positive technique to consolidate a company, run a company, in like manner, there's an exact system to shut a company. As on date, there square measure 2 alternative ways to shut a company:- Strike off companyWinding up of company ...... Read More
An issue of bonus shares is referred to as a bonus share issue or bonus issue. A bonus issue is usually based upon the number of shares that shareholders already own. While the issue of bonus shares increases the total number of shares issued and owned, it does not change the value of the company. 1) The source out...... Read More
DEFINITIONOF RIGHT ISSUE ‘Right Issue’ means offering shares to existing members in proportion to their existing shareholding. The object is, of course, to ensure equitable distribution of Shares and the proportion of voting rights is not affected by issue of Fresh shares. A rights issue is an invitation to existing shareholders to purchase additional new shares in the company. This type of issue gives existing shareholders securities called rights. ...... Read More
1. Ensure that a special notice for the removal of a director is furnished by number of members in accordance with the section 115 of Companies Act, 2013 to the company at least 14 days before the meeting at which it is to be moved. 2. (a) Ensure that the notice for removal of a director is for a director other than a director appointed by the Tribunal under section 242 of the Companies Act, 2013. &n...... Read More
Introduction- What is sweat equity shares? Sweat equity shares refers to equity shares given to the company’s employees on favorable terms, in recognition of their work. Sweat equity shares is one of the modes of making share based payments to employees of the company. The issue of sweat equity shares allows the company to retain the employees by rewarding them for their services. Sweat equity shares rewards the beneficiaries by giving them incentives in lieu of their contribution tow...... Read More
INTRODUCTION Private placement can be explained as a means of raising capital by the companies without going for public issues. Public Issues like Initial Public Offering and Further Public Opening are means of raising capital by the companies. DEFINITION A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on the open market. It is an alternative to an initial public offering (IPO) for a compan...... Read More
OPC shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees and the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private co...... Read More
Rule 6 of the Companies (Incorporation) Rules, 2014 as amended vide the Companies (Incorporation) Amendment Rules, 2015, w.e.f. 1-5-2015 provides that where the paid up share capital of an OPC exceeds fifty lakh rupees and its average annual turnover during the relevant period exceeds two crore rupe...... Read More
Section 8(4)(a) provides that a company that has received a licence under the section, shall not alter the provisions of its Memorandum as regards its objects except, with the previous approval of the Central Government [Powers delegated to the Registrar of Companies by Notification No. 1353(E), dat...... Read More
The objective of section 8 of the Companies Act, 2013 is to provide special benefits and privileges to such organisations, which are formed for the following purposes and where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be regist...... Read More
By the Companies (Amendment) Act, 2015 effective from 29th May, 2015 the requirement of minimum paid up capital for a private limited company of `1 Lakh and for a public limited company of `5 Lakhs has been removed from the definition of the Companies under section 2(68) and 2(71) of the Companies A...... Read More
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by in...... Read More
Any such change in the name of the nominee person in the Memorandum of Association of the OPC shall not be deemed to be an alteration of the memorandum.......
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by i...... Read More
The liability of the member of the OPC may be limited or unlimited, and the Memorandum of Association of the OPC shall state,— (i) in the case of a company limited by shares, that liability of its member is limited to the amount unpaid, if any, on the shares held by them; an...... Read More
There is no pre-condition for foreign promoters to furnish local address in India for seeking registration and incorporation of a limited company in India. It was held that there was nothing in the Act or the applicable Rules which requires the foreign promoters to provide a l...... Read More
The digital signatures are required to be registered at the website of the MCA for various category like director, professionals, etc. and need to fill up particulars online at the MCA portal, called roll check. Without complying with the requirement of Roll Check, any documents si...... Read More
The MCA vide the Companies (Amendment) Act, 2017 has inserted new section 3A w.e.f. 9-2-2018, vide Notification No. SO 630(E), dated 9-2-2018 to put liability on all the existing members of the company, in case the company defaults in minimum number of members’ criteria. If at any time the number ...... Read More
Every Form and return prescribed under the Companies Act, 2013 needs to be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one director to digitally sign the ...... Read More
As per proviso to section 152(3) of the Companies Act, 2013 no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number (DIN) under section 154 or such other identification number as the Central Government may prescrib...... Read More
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