Procedure for Amendment of AOA?

For making any amendment to the Articles of Association, the following the procedure prescribed by the Companies Act 2013 needs to be followed

The Articles of Association comprises of the by-laws or rules and regulations which govern the management of the internal affairs and conduct of the business. The AOA is framed to carry on the objects of the company set out by the Memorandum of Association.

If any company makes any changes in the Articles of Association, it is required to comply with the provisions prescribed under Sec. 14 of the Companies Act 2013.

How can the Articles of Association be amended?

The steps for amending the AOA are as follows:

Step one: It is necessary to inform the Directors regarding the Board meeting to amend the AOA at least 7 days prior.

Step Two: At the Board meeting, the resolution is passed in respect of alteration in AOA following the procedure prescribed under Sec 173 of the Act, which has to be approved and recommended by the members considering through a special resolution.

A director shall also be authorized to provide notice regarding the alteration to the members, and the date, time and venue of the general meeting shall be fixed.

Step Three: At least 21 days prior, a notice should be sent, regarding the EGM meeting to all the directors, and in case of an urgent meeting, it must be supported by a majority of the owners of 95% of paid-up capital at least.

In the meeting, the voting rights are invested to all the directors, members and auditors of the company.

The notice must designate the place, date, day and time of the meeting and contain a statement on the business to be concluded at the EGM.

Step Four: The meeting is held following the provisions under Sec. 101 of the Act, and it shall proceed only if the quorum of the meeting is met with. On passing the special resolution under the provision of Sec. 133(2) of the Act the amendment to AOA is approved.

Step Five: The Form MGT-14 must be filed under Sec. 117 of the Act, with the Registrar along with the essential filing within 30 days of passing the special resolution, along with these documents:-

● Certified True Copies of the Special Resolutions along with explanatory statement;

● Copy of the Notice of meeting sent to members along with all the annexure;

● A printed copy of the Altered Article of Associations

What is the checklist at the time of amendment of AOA?

The checklist of amendment of the AOA are as follows:

● The company passing the special resolution should be filing form MGT-14

● In case of conversion into a public company from a private company or vice versa, the application should be filed in Form No.INC-27

● A copy of the order of the competent authority for approval of the amendment should be filed with the Registrar of Companies in Form no.INC-27 attached with the printed copy of the altered articles within fifteen days of the receipt of the order from the competent authority

● Provision for entrenchment made by an amendment in the Articles, with the consent of all the members in case of a private company or on passing a special resolution in case of a public company.

● Every modification made in the memorandum or article should be noted in every copy of the memorandum or articles.