Articles of Association (AOA) of Companies Registered under Companies Act 2013 are the rules and regulations which governs the internal management of a Company.

Articles of Association (AOA) of Companies specifies the procedure for executing various matters like management of Company and issue of Share Capital, meetings of Shareholders, appointment of directors, managing the accounts of the company and others matters.

Articles of Association of the company should be in the prescribed format as per Table F to J, as may apply to the company. A company should register its articles at the time of company incorporation. A company can choose an alteration of its articles after its incorporation as could also be necessary for its management.

Section 14 of Companies Act, 2013 contains the provisions for the alteration of the Articles of Association of a corporation .

Why Amend Articles of Association (Various Reasons):

  • Conversion of Private Company to Public Company.
  • Conversation of Public Company to Private Company.
  • Change in name of the Company.
  • Any other amendment as and when required, if any

Procedure to Alter Articles of Company:

Hold Board Meeting :

Send the notice of 7 days to hold the Board Meeting to discuss the following agenda:

  • To obtain in-principal sanction of directors for alteration of AOA.
  • Select date, time and place for conducting Extra-ordinary General Meeting (EGM) to get consent of shareholders, by means of special resolution, for alteration in object clause of Memorandum.
  • To render support to form notice of EGM all at once with Agenda additionally to Explanatory Statement to be suitable as per the notice of General Meeting consistent with section 102(1) related to the Companies Act, 2013.
  • Present Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors as well as the Auditors of the company in agreement with the provisions as per Section 101 of the Companies Act, 2013.
  • Present Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors as well as the Auditors of the company in agreement with the provisions as per Section 101 of the Companies Act, 2013.

Conduct EGM:

  • Take approval of shareholders by special resolution approving alteration of AOA of Company.

E-Form Filling:

Form MGT-14 should be filled within 30 days from the passing of the Special Resolution along with the approved fees and following attachments:

  • Sanctioned True copy related to special resolution.
  • Altered Articles of Association.
  • Notice of EGM
  • Sanctioned true copy of Special Resolution along with explanatory statement.

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