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Please clarify - there is any time limit to update MOA & AOA as per the New Companies Act, 2013 to existing companies.

Compliances

Posted By: Sunil kumar agrawal 9 year(s) ago

This question has been closed if you want to answer,you have to re-open.


    Mayur Mehta

First of all there is no need to change the MOA under the new act. It is the constitutuion of the Company and it cannot be altered. THere is no need to delete other objects of the company from the exisiting MOA. Only a company registered under the new act is required to follow the format prescribed under the Act. With regard to AOA there is no time limit. But it is advisable to bring the same in line with the Act and Table F. This applies in case of Private Limited companies. Exemptions of private company available under the old company act and provided in the Articles are not binding. Therefore it is advisable to alter the AOA and bring them in line with the new act so that the compliance becomes easy.

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    Akansha

there is no time limit to amend the MOA & AOA of the company

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    N Ramakrishna Rao

Please refer to Definitions: Section 2(5)- Articles and 2(56)- Memorandum “…as originally framed or altered from time to time or applied in pursuance of any previous Company law or of this Act” Section 5(9) “Nothing contained in this Section shall apply to the Articles of a Company registered under any previous Company Law unless amended under this law.” Section 6 – Act to over-ride Memorandum, Articles etc. - Save as otherwise expressly provided in this Act— (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and (b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be MoA and AoA are always subordinate to Companies Act for the time being in force and provisions of the Companies Act are always prevailing over the contents of MoA or AoA to the extent of they are not in line with the provisions of the Companies Act, therefore, a combined reading of the above sections clarifies, that there is no mandatory requirement to amend MOA or AOA post commencement of New Act. However, any amendment to MoA or AoA post commencement of the New Act has to strictly adhere to the Compliance under Companies Act 2013 and rules made thereunder.

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