Is it required to every company to change their MOA & AOA as per companies Act, 2013 ?
Is it compulsory to change ?
if yes where it is written in the Act, rules, Circular or Notifications etc?
i am confused kindly clarify me.
Thanks & Regards
Viren Prajapati
It is not compusory.
One of our clients asked us to replace the entire MoA and AoA. But RoC rejected.
Also, we heard from experts that MoA and AoA under the earstwhile Act are valid and need not be altered. However, you can alter some clauses if required.
As replied by ICSI....
"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.
It is not necessary but suggested that whenever a company amends its articles, it should ensure that subsequent to the amendment, the AOA is as per the format specified under the Companies Act, 2013.
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."
Regards:
CS Mukesh Kumar Heda
Jaipur
+91-82902-82902
CAclubindia
