Mistake in aoa

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 October 2012 Dear Experts,

Few days back we registered a Pvt. Co. with RoC, while submitting 1,18,32imade a mistake. i attached AoA to the form 1 with wrong heading stating it as MoA, as under:

COMPANIES ACT, 1956 (I OF 1956)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
X Y Z Private Limited

instead of

COMPANIES ACT, 1956 (I OF 1956)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
X Y Z Private Limited

but the RoC approved all forms and the Company got Cert. of Incorporation.
while printing MoA-AoA copies i came to know that i have made a mistake.
now pls. tell me what is the right way to correct the mistake?

can i do it just like that with sign of director / resolution in Board meeting or file form 23??

please help me.

thanks in advance

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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15 October 2012 Please e-file form 68.

Message likes : 1 times

Querist : Anonymous

Querist : Anonymous (Querist)

15 October 2012 Thank you very much for your quick reply.

is there any chance of complication after filing Form 68?
the date of incorporation is 27th August 2012.

so the company need not pass a special resolution and form 23.

is director's signature / foot note required on every copy of rectified articles of association?

thank you very much once again

Querist : Anonymous

Querist : Anonymous (Querist)

15 October 2012 can you provide the Board resolution and what should be written in the reason for committing in form 68?

can we pass a special resolution and file form 23 as we have to spend 1000 in filing form 68, and rs 200 in form 23??

Querist : Anonymous

Querist : Anonymous (Querist)

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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03 August 2024 To correct the mistake in the Articles of Association (AoA) where you mistakenly labeled it as Memorandum of Association (MoA), you can follow these steps:

### **Steps to Correct the Mistake**

1. **Rectify the AoA:**
- Prepare a revised version of the Articles of Association with the correct heading.
- Ensure the revised AoA is correctly labeled as "ARTICLES OF ASSOCIATION" and is signed by the authorized signatories.

2. **Board Resolution:**
- **Pass a Board Resolution**: The Board of Directors should pass a resolution to correct the mistake in the AoA. The resolution should state that the previous mistake was unintentional and that the corrected AoA should be adopted.

**Sample Board Resolution:**
```plaintext
RESOLUTION TO RECTIFY THE ARTICLES OF ASSOCIATION

RESOLVED THAT the Articles of Association (AoA) of the Company be and are hereby rectified to correct the heading error which mistakenly states "MEMORANDUM OF ASSOCIATION" as "ARTICLES OF ASSOCIATION" in the AoA filed with the Registrar of Companies.

RESOLVED FURTHER THAT the corrected AoA shall be adopted and all necessary actions be taken to update the records accordingly.

RESOLVED FURTHER THAT Mr./Ms. [Director’s Name], Director of the Company, be and is hereby authorized to sign and submit the necessary forms to the Registrar of Companies and to undertake any further actions required in this regard.

[Date]
[Signature of the Chairman]
```

3. **Filing Form 68:**
- **Form 68** is used for the correction of a clerical error in the documents filed with the Registrar of Companies.
- File Form 68 along with the revised AoA to correct the error.

4. **Form 23:**
- **Form 23** is used for various purposes including alterations to the Articles of Association. Given that you are correcting an error, you might not need to file Form 23 if the error is purely clerical and has not resulted in any material change to the AoA. However, you should confirm this with the Registrar or legal advisor to ensure compliance.

5. **Director’s Signature:**
- On the revised AoA, it is good practice to have the directors sign to acknowledge the correction, even though it is not strictly required. This adds an additional layer of verification and authenticity.

6. **No Need for Special Resolution:**
- A special resolution is not required for correcting a clerical error if the error does not alter the substance of the AoA. The board resolution should suffice.

### **Additional Points:**

- **Cost Consideration**: Filing Form 68 typically incurs a fee, but if the correction is minor and does not involve changing the content of the AoA, consider if Form 23 might be more appropriate, even if it seems costlier.

- **Future Complications**: After correcting the AoA with Form 68, ensure that the corrected documents are updated in all company records and filings to avoid future discrepancies.

### **Summary**

1. **Prepare a corrected AoA** with the correct heading.
2. **Pass a Board Resolution** to rectify the mistake.
3. **File Form 68** with the Registrar of Companies to correct the clerical error.
4. **Consider Form 23** only if needed based on legal advice.
5. **Signature on AoA**: While not strictly necessary, having directors sign can be beneficial for verification.

By following these steps, you should be able to correct the mistake in the AoA without major complications.

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