Memorandum &articles of association under companies act 2013

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Pankaj Arya (Querist)

17 November 2014 Dear Professional Colleagues
We are changing the Objects and the Name of the Company. The RoC has instructed me to resubmit Mgt 14 and file MoA in Table 'A'.
Please suggest,will I have to adopt table 'F' also for Articles or can I retain my old Articles and just adopt table 'A' for Memorandum alone.

Thanks

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

18 November 2014 Since certain provisions of Companies Act, 2013 require specific clauses in the Articles to carry out operations of any organization, such as for issuance of bonus shares, it is advisable Articles should be altered in line with the new requirements as various provisions themselves require specific clauses to be incorporated in the Articles.

Pankaj Arya

Pankaj Arya (Querist)

18 November 2014 Thanks for your reply. But if my old AoA contain all relevant provisions, can I opt for retaining my OLD articles instead of adopting new articles as per table 'F'.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

18 November 2014 It is not necessary to alter Articles of Association as per the new format under the Companies Act, 2013

Sub-section (6) of Section 5 provides that the articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company.

Sub-section (9) of section 5 provides that nothing in this section shall apply to the articles of a company registered under any previous law unless amended under the Act.

Pankaj Arya

Pankaj Arya (Querist)

19 November 2014 Yes, even I have the same view. Since there is no alteration in the Articles, section 5 is not applicable. That means I can only adopt table 'A' for memorandum and retain my old articles as it is, instead of adopting table 'F'

Views of other learned professionals are also solicited. Thanks

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