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AOA Amendment (Articles of Association)
Definition: An AOA amendment involves altering the Articles of Association, which outline internal rules, governance, and management procedures of a company under the Companies Act, 2013.
Purpose: Governs internal operations, including shareholder rights, director powers, and meeting procedures.
o Changes in directorial powers, shareholder rights, or governance rules.
o Adapting to new business strategies or regulatory requirements.
o Facilitating mergers, acquisitions, or restructuring.
1. Board Meeting: Convene a meeting to pass a resolution for AOA amendment, subject to shareholder approval.
2. General Meeting: Issue a 21-day EGM notice and pass a special resolution (75% approval).
3. Filing with ROC: File the amended AOA and resolution with ROC within 30 days using Form MGT-14.
4. Compliance: Ensure all copies of AOA reflect changes for legal compliance.
o AOA must align with the MOA and Companies Act, 2013.
o Amendments can involve adding, deleting, or modifying rules.
o Critical for maintaining governance clarity and legal adherence.
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