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CS DIVESH GOYAL

Practicing Company Secretary


GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

PROCESS OF ALTERATION IN ARTICLE

OF ASSOCIATION UNDER

GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary


SERIES

ALTERATION IN ARTICLE OF ASSOCIATION


Section 13 read with rule 29 of Companies

NO- 54

(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
14: Alteration of Article of Association.
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:
STEP6
STEP6I
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:6
 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.

CS DIVESH GOYAL

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

 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.
STEP6
STEP6III
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 Section6 146).
 Pass Special Resolution.[Section6114(2)]
 Approval of Alteration in AOA.
STEP6
STEP6IV
Filing and fees:
I) File FORM NO. MGT614 (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:6
 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.
STEP6
STEP6V
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.

CS DIVESH GOYAL

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

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 Act6 2013.
IV) Incorporate the alteration in every copy of the memorandum.

Note:
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.

DRAFT

SAMPLE BOARD RESOLUTION FOR


Adoption of new set of Article of Associations of the Company
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if
any, of Companies Act, 2013, (including any statutory modifications or re6enactment 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 the Registrar of
Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General
Meeting, to adopt new set of Article of Association of Company:
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director
of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds,
matters and things as deem necessary, proper or desirable and to sign and execute all necessary
documents, applications and returns for the purpose of giving effect to the aforesaid resolution
along with filing of necessary E6form as return of appointment with the Registrar of
Companies, NCT of Delhi and Haryana.

CS DIVESH GOYAL

CS DIVESH GOYAL
Practicing Company Secretary
GOYAL DIVESH& ASSOCIATES

Mob: +918130757966
csdiveshgoyal@gmail.com

SAMPLE SHAREHOLDERS RESOLUTION FOR:


Adoption of new set
set of Article of Associations of the Company
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if
any, of the Companies Act, 2013, (including any amendment thereto or re6enactment thereof),
the Articles of Association of the Company be and are hereby altered by replacing all the
existing regulations 1 to 49 with the new regulations 1 to 93, a copy of which is annexed to the
explanatory statement, be and is hereby adopted as new regulations of the Articles of
Association of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Sunil Khoria
(DIN: 02874096), Director of the Company be and is hereby authorized, on behalf of the
Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and
to sign and execute all necessary documents, applications and returns for the purpose of giving
effect to the aforesaid Resolution along with filing of necessary E6forms with the Registrar of
Companies, West Bengal.
EXPLANATORY STATEMENT:
The Existing regulations 1 to 49 of the Articles of Association are replaced by the new set of
regulations 1 to 93 and adopted as new set of Articles of Association. The modification in the
Articles of Association is carried out to give effect to the provisions of the Companies Act, 2013.
Consent of the shareholders by passing a Special Resolution is required in this regard. New set
of regulations 1 to 93 of Articles of Association is attached herewith separately as Annexure A.

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company


Secretary

in

Practice

from

Delhi

and

can

be

contacted

at

csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this document


have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Though utmost efforts has
made to provide authentic information, it is suggested that to have better
understanding kindly cross-check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and
the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written

CS DIVESH GOYAL

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