Convert AOA and MOA of 1956 Act to 2013 ACT
This query is : Resolved
15 March 2025
A Pvt Ltd company registered under the Companies Act 1956 wants to convert its MOA & AOA to e-MOA & e-AOA. What is the details procedure for such conversion?
12 August 2025
Step-by-Step Procedure to Convert MOA & AOA (1956 Act → 2013 Act):
1. Board Meeting
Convene a Board Meeting to approve the proposal for altering MOA & AOA to comply with the Companies Act 2013.
Authorize a director or company secretary to file necessary e-forms with MCA.
2. Draft New MOA & AOA
Prepare the new MOA and AOA in line with the Companies Act 2013.
MCA provides model MOA & AOA for private companies on its website.
Ensure to include any special clauses applicable to your company.
3. Call General Meeting
Issue notice for an Extraordinary General Meeting (EGM) of shareholders.
Approve the alteration of MOA & AOA by special resolution (requires at least 3/4th majority).
Record the resolution in Minutes.
4. File Form MGT-7 (Annual Return) and SH-7 (Notice of alteration of share capital if applicable)
If share capital is altered in MOA, file form SH-7.
MGT-7 is annual return filing; ensure up-to-date filing.
5. File Form MGT-14
File Form MGT-14 with MCA for the special resolution passed for alteration of MOA & AOA.
Attach:
Copy of the special resolution
Explanatory statement
Altered MOA and AOA (with changes highlighted)
6. Obtain Approval from Registrar
MCA will review the documents.
Upon satisfaction, MCA approves and updates the records.
MCA issues an approval letter / confirmation.
7. Update Company Records
Update company registers, copies of MOA & AOA with the new version.
Issue copies to shareholders if required.
8. Compliance
File Annual Return and Financial Statements with MCA reflecting changes.
Maintain all documents safely for inspection.
Additional Notes:
This procedure is mandatory because the Companies Act 1956 has been repealed and companies need to comply with the 2013 Act.
Ensure no contradictions or invalid clauses in the new MOA/AOA.
You may also consult a Company Secretary for drafting and filing.
1. Board Meeting
Convene a Board Meeting to approve the proposal for altering MOA & AOA to comply with the Companies Act 2013.
Authorize a director or company secretary to file necessary e-forms with MCA.
2. Draft New MOA & AOA
Prepare the new MOA and AOA in line with the Companies Act 2013.
MCA provides model MOA & AOA for private companies on its website.
Ensure to include any special clauses applicable to your company.
3. Call General Meeting
Issue notice for an Extraordinary General Meeting (EGM) of shareholders.
Approve the alteration of MOA & AOA by special resolution (requires at least 3/4th majority).
Record the resolution in Minutes.
4. File Form MGT-7 (Annual Return) and SH-7 (Notice of alteration of share capital if applicable)
If share capital is altered in MOA, file form SH-7.
MGT-7 is annual return filing; ensure up-to-date filing.
5. File Form MGT-14
File Form MGT-14 with MCA for the special resolution passed for alteration of MOA & AOA.
Attach:
Copy of the special resolution
Explanatory statement
Altered MOA and AOA (with changes highlighted)
6. Obtain Approval from Registrar
MCA will review the documents.
Upon satisfaction, MCA approves and updates the records.
MCA issues an approval letter / confirmation.
7. Update Company Records
Update company registers, copies of MOA & AOA with the new version.
Issue copies to shareholders if required.
8. Compliance
File Annual Return and Financial Statements with MCA reflecting changes.
Maintain all documents safely for inspection.
Additional Notes:
This procedure is mandatory because the Companies Act 1956 has been repealed and companies need to comply with the 2013 Act.
Ensure no contradictions or invalid clauses in the new MOA/AOA.
You may also consult a Company Secretary for drafting and filing.
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