Change in Company’s Article of Association (AOA)

INTRODUCTION

The Articles of Association of a company are its by-laws or rules and regulations which governs the management of its internal affairs and the conduct of its business. They are framed with the object of carrying out the aims and objectives as set out in the Memorandum of Association. A company intending to make any change to the Article of Association (AOA) of its company must comply with the provisions under Section 14 of the Companies Act, 2013 and any other applicable provisions of the act and rules. A company can alter its articles by way of addition, deletion, substitution, modification or any other form of change in the AOA. The following are the steps for alteration in the Articles of Association:

• Convey the Board Meeting of Directors and hold board meeting:

As per Section 173 of the Companies Act, 2013 and secretarial standards of ICSI, company must give a notice of at least 7 days before the conduction of meeting to alter the Articles of association of the company. The notice must also contain the agenda and draft resolution.

• Hold a Board Meeting:
• As per Section 173 of the companies act and secretarial standards of ICSI, company must give notice of at least 7 days before the conduction of the meeting to alter the Articles of association of the company. The notice must also contain the agenda and draft resolution.
• The resolutions regarding the alteration of AOA should be passed during the board meeting.
• Get Approval to Alteration in the Articles of Association and recommending the proposal for members’ consideration by way of a special resolution.
• Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice of the same to the members.
• Prepare and Circulate the Draft Minutes within 15 days from the conclusion of the Board Meeting to all the Directors for their comments.

• Issue a Notice of General Meeting:

As per Section 101 of the Companies Act, 2013 notice of General Meeting (GM) must be given at least 21 days prior to the actual date of the General Meeting. The General Meeting can be called on Shorter Notice with the consent of at least majority in number and ninety-five per cent of such part of the paid-up share capital of the company giving a right to vote at such a meeting:

• 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 GM.

• Hold a General Meeting:
• Hold the General Meeting on a fixed day and pass a Resolution for alteration of Articles of Association.
• Disclose the proceedings of General Meeting to the Stock Exchange within 24 hours from the conclusion of the meeting and post the same on Company’s website within 2 working days.
• Prepare the minutes of the General Meeting, get them signed and compile accordingly.

• Approval from the ROC:

File the resolution with the Registrar of Companies (RoC) along with the requisite form filing within 30 days of passing the resolution, along with given documents:-

• Certified True Copies of the 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

• Alteration of the Articles of Association must be noted in every copy:

Every alteration made in the articles of a company shall be noted in every copy of the articles.

PROCESS

ADVANTAGES / FEATURES

1. Any limitation on the type of business that the company can undertake can be removed.
2. It can help in removing the authorised share capital of the company, allowing new shares to be issued by directors.

DOCUMENTS REQUIRED

1. Copy of Special Resolution
2. Notice for Convening the General Meeting
3. Altered Articles of Association including the provisions for retrenchment, if any

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