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Articles of Association (AOA) Amendment

Explore all the details you need about Articles of Association (AOA) Amendment, tailored for your needs.

The Articles of Association (AOA) govern a company's internal management and operations. A company can amend its AOA post-incorporation to keep operations efficient and compliant with changes in business needs.

At Solocorp, we guide companies through the AOA amendment process, ensuring all necessary details are addressed and filed correctly. Contact our experts today to ensure a smooth, compliant AOA amendment process.

Article of Association

The Articles of Association (AoA) is a crucial document for a company's internal administration and governance. It contains the rules, regulations, and bylaws that govern the company's internal management and operations.

  • Directors' Roles: Rules about what the directors do and how they are appointed or removed.
  • Shareholder Rights: Explains shareholder rights like voting, getting dividends, and selling shares.
  • Board Meetings: Guidelines for how meetings of the directors are held.
  • General Meetings: Rules for big company meetings, including how decisions are voted on.
  • Profit Sharing: How the company's profits are distributed to shareholders.
  • Borrowing Money: Rules about how the company can take loans.
  • Changing the AOA: How to update these rules.
  • Shutting Down the Company: Steps for closing the company and distributing its assets.
  • Company Seal: If there's a company seal, rules for using it.

AOA Amendment

AOA Amendment refers to the process of changing the Articles of Association of a company.

  • Updating Rules: Allows a company to adapt to new circumstances and evolving objectives.
  • Compliance: Ensures the company complies with legal requirements.
  • Realignment: Realigns the Articles to reflect the company's new strategies.

When a Company Can Amend AOA?

1

Conversion of a Private Company into a Public Company

Changes to AoA to comply with additional regulatory requirements for public companies.

2

Conversion of Public Company into Private Company

Amendment of AoA to align with reduced regulatory requirements for private companies.

3

Alteration in Existing Articles

Changes in business objectives, share capital, or company name require AoA amendments.

4

Change in Share Classes

Creating or modifying share classes may require altering the AoA.

5

Alteration of Share Rights

Modifications in share rights, such as voting or dividend preferences, require AoA changes.

6

Change in Registered Office

Updating the registered office address needs an AoA amendment.

7

Change in Board Structure

Modifications to the Board of Directors' composition or powers necessitate AoA updates.

8

Conversion of Company Type

Converting between private and public companies requires substantial AoA changes.

9

Compliance with Legal Requirements

Amendments may be needed to comply with new company laws or regulations.

10

Special Resolutions

Changes requiring shareholder approval through a special resolution necessitate AoA amendments.

Key Requirements for Changing a Company's AoA

For the Articles of Association (AOA) Amendment, these are the main rules to follow:

Legal Guidelines

Special Agreement for Entrenchment

Approval for Changing Company Type

Procedure for AOA Amendment

A company may modify, delete or add any article in the following manner:

1

Board of Directors Meeting

Convene a meeting of the Board of Directors following Section 173 and Secretarial Standard (SS-1).

Forms to be used: Notice of Meeting, Board Resolution

Notice Issuance

  • Send a notice of the Board Meeting to all Directors of the Company.
  • The notice should reach them at least 7 days before the meeting date.
  • In urgent cases, a shorter notice can be issued.

Attach Supporting Documents

  • Include the meeting's agenda, notes to the agenda, and a draft resolution with the notice.

Board Resolution

  • During the Board Meeting, discuss and pass the necessary Board Resolution for altering articles.
  • Authorize either the Company Secretary or any Director to sign and file the relevant forms with the Registrar of Companies.

General Meeting Arrangements

  • Decide on the date, time, and venue of the General Meeting during the Board Meeting.
  • Approve the draft notice convening the General Meeting and include an explanatory statement as required by Section 102 of the Companies Act, 2013.

Draft Minutes Circulation

  • Within 15 days from the conclusion of the Board Meeting, prepare and circulate the draft minutes to all Directors.
2

Convene General Meeting

Arrange for a General Meeting as per Section 96, 100, and Secretarial Standard (SS-2).

Forms to be used: Notice of General Meeting

Notice Issuance

  • Issue a written notice for the General Meeting at least 21 days before the scheduled meeting date.

Recipients of Notice

  • Ensure that the notice is sent to all relevant parties, including Directors, Members, Auditors of the Company, Secretarial Auditor, Debenture Trustees, and others entitled to receive the notice.

General Meeting Conduct

  • Conduct the General Meeting on the designated day.
  • Pass a Special Resolution for the alteration of the Articles of Association.

Disclosure to Stock Exchange

  • Share the proceedings of the General Meeting with the Stock Exchange within 24 hours from the meeting's conclusion.

Minutes Preparation

  • Prepare detailed minutes of the General Meeting.
  • Obtain signatures from relevant attendees.
3

File Form MGT-14 with ROC

Submit Form MGT-14 to the Registrar of Companies (ROC) within 30 days after the Special Resolution is passed during the General Meeting.

Forms to be used: Form MGT-14

Required Attachments

  • Ensure the following documents are attached as part of the Form MGT-14 submission:
  • Certified True Copies of the Special Resolutions, copy of the notice of the meeting, altered Articles of Association, and the attendance sheet from the General Meeting.
4

Effect of AOA Amendment

The revised Articles of Association become effective when the board resolution is passed. These modified articles carry the same legal weight as the original ones.

Streamlining AOA Amendments with Solocorp

Solocorp offers comprehensive assistance in the amendment of the Articles of Association (AOA) for companies. Our expert team guides businesses through the entire process, ensuring that all modifications comply with the relevant provisions of the Companies Act.

We provide end-to-end support, starting from drafting the necessary resolutions and preparing the revised Articles of Association to filing the required forms with the Registrar of Companies.

Contact us today to ensure your AOA amendments are handled efficiently and in compliance with legal requirements.

  • 1

    Initial Consultation

    Schedule a consultation with our experts to understand your company's needs and determine the necessary amendments to the Articles of Association.

  • 2

    Resolution Drafting

    Our team will assist in drafting the required resolutions to modify the Articles of Association, ensuring compliance with all legal requirements.

  • 3

    Filing with Registrar

    Once the amendments are approved, we will file the necessary forms with the Registrar of Companies to complete the amendment process.

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