AOA Amendment
An Articles of Association (AOA) amendment involves modifying a company’s internal rules and regulations. It requires shareholder approval by special resolution and filing with the relevant authority to become effective, allowing changes in management structure, voting rights, or operational procedures.
Articles of Association (AOA) Amendment with Easy My Tax
The Articles of Association (AOA) is an important document that sets the rules for how a company is managed internally. These rules cover how directors work, how shareholders exercise their rights, how meetings are held, and other important company operations. When a company is formed, the AOA must be registered. However, as the company grows or changes, it may need to update or amend these rules to stay current and compliant with laws. This is called an AOA Amendment.
At Easy My Tax, we assist companies in making AOA amendments smoothly and accurately, ensuring all legal requirements are met and the process is hassle-free.
What is the Articles of Association (AOA)?
The Articles of Association define the internal governance of a company. It includes rules about:
- The roles and appointment of directors
- Rights of shareholders such as voting and dividends
- How board and general meetings are conducted
- Distribution of profits
- Borrowing money rules
- Changing the Articles themselves
- Closing the company and asset distribution
- Use of company seal if applicable
These articles form the internal constitution of the company and can only be changed through a legal process.
Why and When to Amend the AOA?
Companies may need to amend their AOA to reflect changes in their business or legal requirements. Common reasons include:
- Changing from a private company to a public company or vice versa
- Changing the company’s name
- Changing business objectives or adding new activities
- Increasing or decreasing share capital
- Changing types or rights of shares
- Changing the registered office address
- Modifying board structure or powers
- Complying with updated laws and regulations
How to Amend the Articles of Association
The process to amend the AOA involves several steps:
Board of Directors Meeting
A meeting is held where directors approve the proposed changes. Notices are sent to directors at least 7 days before the meeting. The board passes a resolution to amend the AOA and approves the date and notice for the General Meeting of shareholders.
General Meeting of Shareholders
Shareholders are given at least 21 days’ notice before the meeting. At the meeting, a special resolution (usually requiring 75% approval) is passed to approve the amendments. Minutes of the meeting are prepared and documented.
Filing with the Registrar of Companies (ROC)
After passing the special resolution, Form MGT-14 must be filed with the ROC within 30 days. This filing includes the special resolution, meeting notice, altered Articles of Association, and attendance records.
Effect of the Amendment
Once filed and approved, the amendments become legally effective. All company records must be updated to reflect the new Articles.
Important Points to Remember
- No stamp duty is payable when amending the Articles; stamp duty is only paid during company incorporation.
- All copies of the Articles must be updated with the new amendments.
- The amendment process must follow the rules of the Companies Act and the company’s Memorandum of Association.
How Easy My Tax Can Help
Easy My Tax provides expert guidance throughout the AOA amendment process. We help prepare the required documents, conduct meetings properly, draft resolutions, and file necessary forms with the government. Our support ensures your company remains compliant without any delays or errors.
Contact Easy My Tax today to get professional assistance with your Articles of Association amendments and keep your company’s governance up-to-date and legally compliant.
