• AOA and MOA in private limited companies

Once the AOA decided by the two first Directors, ( the company was incormorated in 2011).

do they have to be approved then by the shareholders. What is the process ? 

And who decides of the members of the Board, knowing that the two first directors have not invested any amount in the Company.

Thank you for your reply.
Asked 2 years ago in Business Law from France
1) MOA and AOA - Should be signed by the promoters in handwriting in the presence of a witness. It should state details like full name, father's name, residential address, occupation and number of shares subscribed for

2) After the AOA and MOA are drafted, form no. INC 7 will have to be filed with RoC (Rule 12-18) along with the article of association and memorandum of association. Directors will have to avail professional service i.e. from CA/CS/CWA to incorporate the company.A declaration, via Digital Signature, in Form No.INC.8 by an advocate or Practicing professional (CA, CS, CA) who is engaged in incorporation, and a person named in director as Director, Manager or Secretary, has to be attached with form INC 7 stating that all requirements related to incorporation has been complied with and all the document attached therein are genuine

3) in affidavit in Form No. INC.9, has to be attached with form INC. 7, from each subscriber and from each person named as first director in the articles stating that he is not convicted of any offence in connection with promotion, formation or management of any company, he is not been found guilty of any fraud or misfeasance or of any breach of duty to any company during preceding five years, and all the documents filed with the Registrar contain correct, complete and true  information to the best of his knowledge and belief.
4)to apply for the directorship of a company, firstly individuals will have to apply for DIN i.e. Director Identification Number in form DIN 3 along with affidavit of Rs. 10 (this may differ from state to state) as an attachment along with copy of PAN card and address proof which should either be notary attested or self-attested. This form: DIN 3 has to be attested by a professional i.e. CA/CS/CWA who will certify the photograph and that the documents attached are the true copy of the original documents. Then DIN 3 will be applied to the concerned authority.

One of the directors must have digital signature which can be attained by any of the DSC vender . These venders are known as certifying agencies who are duly recognized by the Controller of Certification Agencies (CCA) under the provisions of IT Act, 2000.

5)The promoters will have to apply for the name of the company to be approved with the concerned RoC of the State,

6)Once the name is approved, the promoters/directors will have to draft Memorandum of Association [Section 4(6)] and Article of Association [Section 5(6)].
Ajay Sethi
Advocate, Mumbai
44430 Answers
2582 Consultations

5.0 on 5.0

A board of director is constituted by directors and representative of shere holder. If all capital is invested by one person and he adds some other person on their professional ability to run company then a board may be constituted by those person also if they have power under AOA , MOA. Rights of directed should be defined in moa and decision shall be taken accordingly.

If some share has been given to share holder then it is compulsary that one representative must inductin board who represent interest of share holder. His consent also necessary in selection of director in general meeting. 
Shivendra Pratap Singh
Advocate, Lucknow
4989 Answers
78 Consultations

4.9 on 5.0

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