Alteration of Articles of Association of a Company

This article discusses the Alteration of Articles of Association in India. This is the most significant aspect when it comes to business perspectives. So please look into this and make it more relevant for the researchers. Section14(1) The Companies Act, 2013, provides that a company can, subject to this Act and its conditions contained in its memorandum if any, amend its articles, including those having the effect of converting of -. 1. Private company to a public one; or 2. Public company becomes a private one. a) By adopting a new set of articles b) By addition/insertion a new article. c) By deleting any article. d) By amendment of a specific rule. Not less than seven days’ notice and the agenda of the Board meeting must be sent to each director at the address registered with company. The Board Meeting will then meet to discuss the proposed amendment to Alteration of Articles of Association. Follow the procedures for issuing and signing notices of Board Meeting. Within 15 days of the end of the Board Meeting, prepare and circulate draft minutes by hand/speed mail/registered postal/courier/email to all Directors for any comments. Follow the procedures for creating, circulating, signing, and compiling Board Minutes. Notify all shareholders, directors, auditors, and other persons entitled by it to the General Meeting by providing not less than 21 days’ notice. If consent is given by 95% or more of those members who are entitled to vote at such meeting, the notice can be sent electronically or in writing. Follow the procedures for convening and issuing notice. Hold a shareholders meeting at the time and date set. Pass the Special Resolution to amend the Alteration of Articles of Association with 3/4th majority or unanimously in the case of inserting provisions for entrenchment by private companies. You must file a certified copy with the Registrar in E-Form No. MGT-14 after passing special resolution within 30 days after passing Special Resolution in General Meeting along with given documents: a. Certified true Copies of the Special Resolution along with Explanatory Statement; b. Copy of Notice to convene the General Meeting of Company along with annexure; c. Printed copy of Altered Articles of Association, including any provisions for entrenchment. d. Consent letters from members for shorter notices in the event that the General Meeting is called off. e Any other attachment that may be applicable. 1. Private companies may alter their articles to remove the limitations and restrictions required by this Act. The company ceases to be a public company as of the date of the alteration. 2. Any modification that has the effect of converting a public company to a private corporation shall be approved by the Tribunal 3. The company must file an application in Form No.INC.27 to convert a private company into one that is public or vice versa. Also see Procedure for converting a public company into a private limited company or vice versa. Follow these steps of Alteration of Articles of Association are: Step 1: Board meeting - Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting. Attach Agenda and Notes to Agenda Draft Resolution with the notice Step 2: Shareholders meeting: Check the Quorum of members. Check whether auditor of the company is present or not. Pass Special Resolution. Approval of Alteration in MOA Step 3: Submission of MGT-14: File e-form MGT-14 within 30 days of passing the special resolution, along with given documents- a. Certified true Copies of the Special Resolution along with Explanatory Statement; b. Copy of Notice to convene the General Meeting of Company along with annexure; c. Printed copy of Altered Articles of Association, including any provisions for entrenchment. For any kind of information related to Alteration of Articles of Association you can connect with Online XBRL. Provision of Alteration of Articles of Association in company law
Key Considerations:
This is the procedure for the alteration of AOA pursuant to Section 14 of the Companies Act, 2013.
Step 1: Convey Board meeting of Directors: -
Step 2: Holding Board Meeting
Step 3: Issue Notice of General meeting
Step 4: Hold General meeting
Step 5: Filing of form with ROC
Note:
Write a detailed note on procedure for alteration of memorandum and articles of association?