PROCEDURE FOR ALTERATION OF ARTICLES OF ASSOCIATION OF COMPANY

Introduction:-

Articles of Association or AOA along with Memorandum of Association serves as the constitution of the Company. AOA sets out the bye laws and general rules and regulations required for  governing the internal affairs of the Company.

As per Section 2(5)  of Companies Act 2013 "articles" means the articles of association of the Company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this act.

STEPS FOR ALTERATION OF ARTICLES

STEP 1.

Send 7 days Notice for calling  Board Meeting to all the directors.(Section 173& Secretarial Standard 1)

STEP 2.

 Convene  Board meeting and

a) Pass resolution approving the alteration of Articles,

b) Fix date, time & place for holding Extra Ordinary General Meeting.

STEP 3.

Send  Clear 21 Days Notice to all the directors, shareholders & auditor of the Company.(Section 101 & Secretarial Standard 2),

* Notice shall specify place, date, day and the hour of meeting and shall contain a statement of the business to be transacted at meeting.

STEP 4.

Convene Extra Ordinary General Meeting and Pass Special Resolution (75% consent of shareholders present in person or through Proxy) for approving Alteration of Articles.

STEP 5.

FILE FORM MGT-14 as per Section 117 to Registrar of Companies with in 30 Days of Passing the Resolution along with the following Documents

a) Copy of Resolution

b) Notice of Extraordinary General Meeting along with Explanatory Statement.

c) Copy of Altered Articles of Association.

* NOTE- Alteration having effect of Conversion of Public Company to Private Company, approval of National Company Law Tribunal is required.

Every alteration made in the Articles shall be noted in all copies of Articles.

FORMAT OF BOARD RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of Shareholders in General Meeting,the articles of association of the Company be and are hereby altered as under:[ insert the clauses to be altered]

FURTHER RESOLVED THAT  (Name Of Director), Director of the Company be and is hereby authorized, on behalf of the Company, to file  necessary E-form including E-form 14 with the Registrar of Companies and to do all acts, deeds, matters and things as deem necessary and to sign and execute all necessary documents, applications and returns, for giving effect to this resolution."

For further Clarification, drop email at shailja.tiwari16@gmail.com.