Change in Memorandum and Articles of Association2019-05-08T05:44:00+00:00

Change in Memorandum and Articles of Association of Company

What is Memorandum of association of the Company?

Why change in MOA is necessary?

What is Articles of Association of the Company?

Contents of AOA

Share capital including sub-division, rights of various shareholders, the relationship of these rights, payment of commission, share certificates.

Lien of shares means to retain possession of shares in case the member is unable to pay his debt to the company.

Calls on shares include the whole or part remaining unpaid on each share which has to be paid by the shareholders on the company’s demand.

The articles of association include the procedure for the transfer of shares by the shareholder to the transferee.

Transmission includes devolution of title by death, succession, marriage, insolvency, etc. It is not voluntary but is in fact brought about by operation of law.

The articles of association provide for the forfeiture of shares if the purchase requirements such as paying any allotment or call money, are not met with.

Surrender of shares is when the shareholders voluntary return the shares they own to the company.

In consonance with the articles of association, the company can convert the shares into stock by an ordinary resolution in a general meeting.

A share warrant is a bearer document relating to the title of shares and cannot be issued by private companies; only public limited companies can issue a share warrant.

Increase, decrease or rearrangement of capital must be done as the articles of association provide.

All the provisions relating to the general meetings and the manner in which they are to be conducted are to be contained in the articles of association.

The members right to vote on certain company matters and the manner in which voting can be done is provided in the articles of association.

Directors, their appointment, remuneration, qualifications, powers and proceedings of the boards of directors’ meetings.

The articles of association of a company also provide for the distribution of dividend to the shareholders.

The auditing of a company shall be done subject to the provisions of the articles of association of the company.

Every company has powers to However, this must be done according to the articles of association of the company.

Provisions relating to the winding up of the company finds mention in articles of association of the company and must be done accordingly.