How to alter the Articles of Association of Company?

Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 kruthika asked about 3 years ago

Hi Friends, I am Kruthika. I am the CA student. I want to know about How to alter the Articles of Association of Company?

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3 Answers
Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 veeru answered almost 3 years ago

Section – 13 read with rule 29 of C ompanies (Incorporation) Rules, 2014 Any Company who is intending to make any change to the Article of Association (AOA) of its company, will have to comply with the provisions of Section- 14 of Companies Act, 2013 and any other applicable provisions of the Act including fulfillment of condition as may be contained in the Memorandum of Association (MOA) of Company.

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Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 veeru answered almost 3 years ago

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

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Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 jitendra etikala answered about 3 years ago

> ALTERATION IN ARTICLE OF ASSOCIATION Section – 13 read with rule 29 of C ompanies (Incorporation) Rules, 2014 Any Company who is intending to make any change to the Article of Association (AOA) of its company, will have to comply with the provisions of Section- 14 of Companies Act, 2013 and any other applicable provisions of the Act including fulfillment of condition as may be contained in the Memorandum of Association (MOA) of Company. Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 14: Alteration of Article of Association. Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way, only if it wants: **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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