MOA, AOA, MGT-14 and company resolutions

The MOA is the company's charter — it sets out what the company is and the broad scope of what it can do, including its objects and its relationship with the outside world. The AOA is the internal rulebook — it governs how the company is run, covering matters like the board, meetings, share transfers and decision-making. Together they bound and direct the company: the MOA defines the outer limits, the AOA defines the internal mechanics. Acting outside what these documents permit can render a decision invalid, so they are worth reading before any significant action.

Companies change — they take on new activities, alter their capital, or update how they are governed — and that often means amending the MOA or AOA. These amendments are not informal: they generally require shareholder approval through the proper class of resolution and then have to be filed with the Registrar so the official record reflects the change. Plan amendments in advance, because the approval and filing sequence has to be followed in order, and an unfiled change does not take effect against the world even if the shareholders agreed to it.

Decisions in a company are made either by the board of directors or by the shareholders, depending on the matter, and the law and the AOA dictate which is which. Routine operational decisions are usually board matters, while fundamental decisions — amending the constitution, changing capital, certain approvals — need the shareholders, often by a higher threshold. Within shareholder decisions there is also a distinction between ordinary and special resolutions. Getting the right body to pass the right type of resolution is what makes a decision legally sound, so confirm the requirement before you act.

Certain resolutions must be filed with the Registrar of Companies, and MGT-14 is the form used for many of them. The idea is that significant decisions — particularly special resolutions and specified board resolutions — become part of the public record. The filing has to be made within the prescribed time, and missing it can attract additional fees and penalties even though the resolution itself was validly passed. Treat the filing as part of the decision, not an afterthought: pass the resolution, then file it on time.

Behind every resolution should be a clean trail: a properly convened meeting, accurate minutes, and timely filings where required. These records prove that decisions were taken correctly, and they are exactly what auditors, banks and acquirers examine during due diligence. Maintain your minute books, keep your MOA and AOA in their current amended form, and file what needs filing. Good housekeeping here is invisible when everything is fine and invaluable the moment someone scrutinises how a decision was made.