Intimation of amendment of AOA for Sec 25 Company to ROC

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Mohammed (Querist)
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22 October 2010 Dear Sir,

Please if you can advice me how can we inform to ROC regarding an amendment of Articles of Association for a Section 25 Company? Which are the forms that are used for intimation of the same, We had already received the copies from regional director for amendment.

Thanks in advance!!!

haridhayalan

haridhayalan (Expert)
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22 October 2010 dear experts, please correct me if i wrong.
1st Sec.25 is not related with alteration of AOS. Sec.31 will apply to your query. Amendment of AOS is to be done by special resolution. U/s.31(2A) where any alteration such as is referred to in the proviso to sub-section(1) has been approved by the central govt., a printed copy of the articles as altered shall be filed by the company with the registrar within one month of the date of receipt of the order of the approval. This is as per my knowledge.

Mohammed

Mohammed (Querist)
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23 October 2010 Thanks for your response, but which are the forms that are used for intimation of the same

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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01 August 2024 To inform the Registrar of Companies (ROC) about the amendment to the Articles of Association (AOA) for a Section 25 Company (now known as a Section 8 Company under the Companies Act, 2013), you need to follow the procedures and file the appropriate forms. Here’s a step-by-step guide:

### **1. **Obtain Approval from Regional Director:**
- Ensure that you have received the approval from the Regional Director for the amendment to the AOA. This is usually in the form of a letter or order.

### **2. **Prepare the Revised AOA:**
- Incorporate the changes into the AOA as approved by the Regional Director.

### **3. **File the Necessary Forms with ROC:**

#### **3.1. **Form MGT-14:**

- **Purpose:** Form MGT-14 is used for filing resolutions with the ROC. This form needs to be filed to notify the ROC of the special resolution passed by the company regarding the amendment to the AOA.
- **Filing:**
- **Download the Form:** Obtain Form MGT-14 from the [MCA21 portal](https://www.mca.gov.in/mcafoportal/loadUserHome.do).
- **Complete the Form:** Fill in details such as the date of the meeting, resolution details, and particulars of the AOA amendment.
- **Attach Supporting Documents:** Attach the copy of the special resolution passed by the company, the amended AOA, and the Regional Director’s approval letter.
- **Submit:** File the completed Form MGT-14 online on the MCA21 portal.

#### **3.2. **Form SH-7:**

- **Purpose:** Form SH-7 is used to notify the ROC about changes in the share capital, which may include changes related to the amendment of the AOA if it affects the capital structure.
- **Filing:**
- **Download the Form:** Obtain Form SH-7 from the MCA21 portal.
- **Complete the Form:** Fill in details related to the changes in share capital if applicable.
- **Attach Supporting Documents:** Attach the necessary documents as required.
- **Submit:** File the completed Form SH-7 online if applicable.

### **4. **Additional Requirements:**

- **Board Resolution:** Ensure that a board resolution has been passed approving the amendment to the AOA before filing the forms.
- **Filing Fees:** Pay the applicable filing fees for the forms as per the Companies (Registration Offices and Fees) Rules, 2014.

### **5. **Confirm Filing:**

- **Receipt and Acknowledgment:** After submitting the forms, you will receive an acknowledgment from the ROC. Ensure that you keep a copy of the receipt for your records.

### **Summary:**

1. Obtain approval from the Regional Director.
2. Prepare the revised AOA.
3. File Form MGT-14 to notify the ROC of the special resolution.
4. File Form SH-7 if there are changes in share capital.
5. Pay the necessary filing fees and confirm receipt.

By following these steps and filing the appropriate forms, you will ensure that the ROC is properly informed of the amendments to the AOA for your Section 25 (Section 8) Company.