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Section 14 of the Companies Act 2013: Alteration of Articles of Association (AoA)

SECTION-14 (Alteration of Articles) under CHAPTER-II (Incorporation of Company and Matters Incidental thereto) of Companies Act 2013:-

(1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of—

(a) a private company into a public company; or

(b) a public company into a private company:

Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, the company shall, as from the date of such alteration, cease to be a private company:

Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit.

(2) Every alteration of the articles under this section and a copy of the order of the Tribunal approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.


(3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.



Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link

(2) Section 14 [except second proviso to sub-section (1) and sub-section (2)] of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Second proviso to sub-section (1) and sub-section (2) of Section 14 of the Companies Act 2013 was notified by MCA Notification S.O. 1934(E) dated 1st June 2016 (w.e.f. 1st June 2016) - link

(4) Refer the following rule(s) of the Companies (Incorporation) Rules, 2014 - link
(note: this rule has been amended from time to time)
  • For sub-section (2) of section 14 - Rule 33 (Alteration of articles) [Form No. INC.27]



This page was last updated on 20th November 2016.

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