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Alteration in MOA ana AOA due to change in name

Lila (Job) (490 Points)

27 November 2020

We are changing name of a Private Limited Company. We have below queries:

1. Altered AOA and MOA - are they required to be filed with MGT 14 and INC 24.

2. At the time of incorporation, e-MOA and e-AOA were filed with ROC (under SPICe). Now how do we change them, if altered AOA and MOA needs to be filed. Do we need to take prints, change the name, stamp and file or there is some other way.

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3 Replies

Chirag (Professional) (1979 Points)
Replied 27 November 2020

Yes, For MGT-14 CTC of S/R passed along with Explanatory statement u/s102 ,Altered copy of MOA and AOA to be filed,

For INC-24 (CTC of minutes of Meetings of General Meeting /CTC of any approval obtained / Auditor's Certificate In case name changed due to change in activity for turnover* ,For safer side you can also File Altered MOA/AOA or copy of clause where alteration made)

For Emoa/Eaoa,You can download copy of registered EMOA/EAOA and can alter thereafter by physical changes in it and that certified copy can be filed ( stamping is not mandatory, change of name isn't a trigger point to levy additional stamp duty, it's already been paid during incoporation through MCA itself)

Lila (Job) (490 Points)
Replied 30 November 2020

Thanks for your reply. Kindly also clarify, who all needs to be present at EGM of shareholders.

Is presence of auditors compulsory. Its a Pvt. Ltd. Co. with only 2 directors who are shareholders too.

Chirag (Professional) (1979 Points)
Replied 30 November 2020

See, For the Rules which are applicable for General Meeting are also applicable for EOGM, notice to be send to all shareholder, director( in this case both are same), Company Secretary (If appointed ),Debenture trustee, Auditors ,Financial Institution/Lenders ,Others who are entitled for the same

Generally Shareholder,Director ,Chairman Of various committee or authorised personnel, Auditors to present during meeting (But on special request, Exemption from attending meeting can be provided to auditors { If they don't have any say on any agenda item }

You can also convene EGM through VC/OAVM by 31/12 in compliance of relevant circulars issued by MCA. Thnx..