Alteration of Articles of Association (AOA) under Companies Act, 2013
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AOA Alter
📌 Introduction
Articles of Association (AOA) contain the internal rules and regulations for management of a company. Whenever a company wants to modify its internal governance, rights of shareholders, or operational structure, it needs to alter its AOA.
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📚 Legal Provision
👉 Section 14 of the Companies Act, 2013
👉 Read with Companies (Incorporation) Rules, 2014
🔍 When is Alteration of AOA Required?
- Change in share capital structure
- Conversion of company (Private ↔ Public)
- Change in rights of shareholders
- Adoption of new set of Articles
- Implementation of investor agreements
- Modification of internal management rules
⚖️ Procedure for Alteration of AOA
✅ STEP 1: Convene Board Meeting
- Issue notice of Board Meeting
- Pass Board Resolution to:
- Approve alteration of AOA
- Approve draft altered AOA
- Call General Meeting (EGM)
✅ STEP 2: Hold General Meeting
- Pass Special Resolution under Section 14
- Approve alteration/adoption of new AOA
✅ STEP 3: Filing with ROC
- File Form MGT-14 within 30 days
- Attach:
- Certified copy of Special Resolution
- Altered AOA
- Notice of EGM with explanatory statement
✅ STEP 4: Approval & Effect
- ROC will register the same
- Alteration becomes effective after registration
⚠️ Important Compliance Note (Non-STP Form)
- Filing of Form MGT-14 for alteration of AOA is a Non-STP (Straight Through Processing) form.
- This means that the form will not be auto-approved by the system.
- The form will be scrutinized by the ROC officer, and approval will be granted only after proper verification of documents and compliance.
⚠️ Special Cases
🔸 Conversion of Private Company into Public Company
- No approval of Central Government required
🔸 Conversion of Public Company into Private Company
👉 Approval required from Central Government of India
(Delegated to Regional Director)
📌 Important Points
- AOA alteration must not conflict with MOA
- Must comply with Companies Act provisions
- Should be bona fide and in company’s interest
- Shareholder agreements must be aligned
🚀 Conclusion
Alteration of AOA is essential for restructuring and smooth governance of a company. Proper compliance under Section 14 ensures legal validity and avoids penalties.
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