Articles of Association (AOA) Amendment

The Articles of Association (AOA) define the internal rules and regulations that govern a company’s management, administration, and decision-making processes. Registered at the time of incorporation, the AOA outlines essential provisions such as directors’ roles, shareholder rights, board meetings, profit distribution, and borrowing powers.

Over time, companies may need to amend their AOA to adapt to changes in objectives, legal requirements, or governance structures. Once amended, the company must file Form MGT-14 with the Registrar of Companies (RoC) to record the changes.

At Taxation Point India, we provide end-to-end support for AOA amendments, ensuring compliance with the Companies Act, 2013, and seamless handling of documentation, resolutions, and filings.

Scope of Articles of Association

The AOA regulates a company’s internal operations and may cover:

• Directors’ appointment, powers, and removal
• Shareholders’ rights, voting, dividends, and share transfers
• Board meeting procedures and governance
• General meeting rules and voting procedures
• Profit distribution and dividend policies
• Company’s borrowing powers and financial arrangements
• Procedure for altering the AOA
• Process for voluntary winding up
• Use of the company seal (if applicable)

When Can an AOA Be Amended?

A company may amend its Articles of Association in situations such as:

• Conversion of Private to Public Company – To align with stricter compliance requirements
• Conversion of Public to Private Company – To simplify compliance and governance
• Change in Business Objectives – To expand or modify the scope of operations
• Alteration in Share Capital – For increase, reduction, or restructuring of capital
• Change in Company Name – Requires updating AOA references
• Creation/Alteration of Share Classes & Rights
• Change of Registered Office – Especially when moving to another state
• Board Structure Modifications – Changing director roles or authority
• Compliance with Legal Amendments – To meet evolving statutory requirements
• Special Provisions (Entrenchment) – Inserting stricter rules for governance

Key Requirements for AOA Amendment

• Must comply with the Companies Act, 2013 and the company’s MOA
• Special Resolution passed by shareholders is required
• Entrenchment clauses (if introduced) need consent of all members (private) or a special majority (public)
• RoC filing of Form MGT-14 within 30 days of resolution

Procedure for AOA Amendment

• Step 1: Board Meeting – Approve draft amendment, fix date & agenda for General Meeting, and authorize filing
• Step 2: General Meeting – Issue 21-day notice (or shorter with 95% consent), conduct meeting, and pass Special Resolution
• Step 3: Filing with RoC – Submit Form MGT-14 within 30 days with attachments: notice, resolutions, explanatory statement, and revised AOA
• Step 4: Effect of Amendment – Amended AOA becomes effective upon approval and must be reflected in all official copies

Documents Required

• Certified copy of Special Resolution
• Notice of General Meeting with Explanatory Statement
• Altered Articles of Association
• Attendance Sheet of General Meeting
• Consent for Shorter Notice (if applicable)

Why Choose Taxation Point India?

• Expert guidance on applicability and drafting of AOA amendments
• Preparation of resolutions, notices, and explanatory statements
• Efficient filing of Form MGT-14 with RoC
• Ensuring compliance with Companies Act, 2013
• Affordable, professional, and reliable corporate compliance services

Simplify your Articles of Association (AOA) Amendment with Taxation Point India — professional support for accurate drafting, filing, and compliance.