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Alteration in articles of association

NIKITA (CA FINAL, CS) (111 Points)

18 March 2016

Can somebody please guide me with detailed procedure for making alteration in AOA of private limited company. what necessary steps should i take and what forms/documents i need to submit

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Amit Kanunga (Article Assistant and Post Gradute) (644 Points)
Replied 18 March 2016

STEPS FOR ALTERATION IN ARTICLE OF ASSOCIATION:

STEP-I

Convene A Board Meeting: To alter the Article of association of Company By giving Notice of at least 7 days.

STEP: II

Hold the Board Meeting:

At the Board meeting, the given resolutions must be passed:-
Get Approval to Alteration in Article of Association and recommending the proposal for members’ consideration by way of special resolution.
Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions atleast 21 days before the actual date of the EGM :
- All the Directors.
- Members
- Auditors of Company
The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

STEP-III

Convene a general meeting:

Check the Quorum.
Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
Pass Special Resolution.[Section-114(2)]
Approval of Alteration in AOA.

STEP-IV

Filing and fees:

I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-

Certified True Copies of the Special Resolutions along with explanatory statement;
Copy of the Notice of meeting send to members along with all the annexure;
A printed copy of the Altered Article of Associations.

STEP-V

Follow up:

I) The Registrar shall then accordingly register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.

II) The alteration shall be complete and effective only on the issue of certificate by the Registrar.

III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013.

IV) Incorporate the alteration in every copy of the memorandum.

Note: As per Companies Act-2013 Ministry Prescribed new sets of Article of Association as per sections of Companies Act-2013. So it is advisable to adopt New sets of Article of Association of company at the time of Alteration in any Clause of Article of Association.

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