Articles and memorandum of association

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CA Shashikant Lonikar (Querist)
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15 January 2015 Is it mandatory for a company which is registered under The Companies Act, 1956 to amend its AoA & MoA under new Companies Act 2013.

Is it a statutory requirement or a good practice to follow.

Amol S Joglekar

Amol S Joglekar (Expert)
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15 January 2015 No need per se to amend the original memorandum and/or articles of association.

at the most the company can pass a resolution that so far as the AOA and MOA are inconsistent with the Companies Act 2013, it will follow the Companies Act 2013.

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CA Shashikant Lonikar

CA Shashikant Lonikar (Querist)
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15 January 2015 Amol, Thanks for quick reply.

This resolution should be paased in Board meeting or in AGM?

Is there any deadline for this? or can we pass it in upcoming Board Meeting?

If it is AGM then we need to wait till next year.

Alternatively we need to conduct an EGM?

Thanks

Amol S Joglekar

Amol S Joglekar (Expert)
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15 January 2015 No time limit as such.

First you need to find out if your ORIGINAL AOA and MOA are inconsistent with the Companies Act 2013. Take the help of practising CS to locate the inconsistency, if any

For AOA inconsistency, general resolution is sufficient but for MOA inconsistency special resolution is required.

It is advisable to get it resolved in General Meeting rather than Board meeting.

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CA Shashikant Lonikar

CA Shashikant Lonikar (Querist)
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15 January 2015 Amol, Thank you very much for bringing in the clarity. Appreciated.

Amol S Joglekar

Amol S Joglekar (Expert)
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15 January 2015 You are most welcome.
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