Alteration of Articles of Association under Companies Act - Procedure


Any company who is intending to make any changes to the Articles of Association (AOA) of its company, will have to comply with the provisions of section 14 of the companies act 2013 and any other applicable provisions of the Act including fulfillment of conditions as may be contained in the Memorandum of Association (MOA) of that company.



Procedure/requirements to make alteration to the AOA


  • Passing of special resolution, to alter its articles including alterations for conversion of :

  • a private company into a public company; or
  • a public company into a private company:
Note:


A private company will cease to be a private company from the date of alteration, in case it makes any alteration to its AOA in a way that the altered AOA no longer include the restrictions and limitations which are required to be in the articles of a private limited company.



Any alteration for conversion of a public company into a private company requires the approval of the Tribunal (NCLT).

  • Company has to file with the ROC the followings within 15days
  1. every alteration of the articles;
  2. a copy of the order of the Tribunal approving the alteration along with
  3. a printed copy of the altered articles

  • Any alteration of the articles registered shall be valid as if it were originally in the articles.