AOA Amendment
Amend a company's Articles of Association and file the altered articles with the Registrar.
What's covered
- The Articles of Association are the internal rulebook of a company — they govern how the company is managed, how its shares are dealt with, and how its board exercises power. Altering the Articles is governed by Sec 14 of the Companies Act 2013, a separate provision from the Sec 13 power to alter the memorandum, and it is the route used whenever the company's internal management rules need to change.
- An alteration of the Articles requires a special resolution passed by a three-fourths majority of the members. The special resolution together with the altered Articles is filed in Form MGT-14 within 30 days of the resolution being passed, after which the Registrar of Companies takes the altered Articles on record.
- Companies amend their Articles for a wide range of reasons: to adopt Table F of Schedule I as their model Articles, to add or remove specific articles, to alter restrictions on the transfer of shares, to change the powers or composition of the board, or to give effect to a conversion of the company's status. A conversion of a private company into a public company, or the reverse, necessarily changes the Articles — for example a private company must carry the share-transfer restriction and member-limit clauses that a public company does not — and the conversion may also require further approval.
- Where the Articles contain entrenchment provisions, certain articles are protected so that they can only be altered by a procedure more restrictive than a special resolution. We confirm whether any entrenchment applies, draft the special resolution and the altered Articles, and file MGT-14 within the 30-day window so the internal rules are validly changed and on record.
How we work
- 01
Board resolution to propose the change to the Articles
The board passes a resolution proposing the specific change to the Articles and authorising the calling of a general meeting. Where any article carries an entrenchment provision, the more restrictive procedure required for that article is identified at this stage.
- 02
Special resolution at an EGM on 21 days' notice
An extraordinary general meeting is convened on not less than 21 clear days' notice, at which the members approve the alteration of the Articles by a special resolution carried by a three-fourths majority. Where a conversion of the company's status is involved, the resolution gives effect to the corresponding changes in the Articles.
- 03
File MGT-14 with the altered Articles within 30 days
The special resolution and the altered Articles of Association are filed in Form MGT-14 within 30 days of the resolution being passed. The Registrar takes the altered Articles on record, and they then bind the company and its members.
Documents required
- Certified copy of the special resolution altering the Articles
- Altered Articles of Association incorporating the approved changes
- Explanatory statement annexed to the notice of the extraordinary general meeting
- Notice and minutes of the extraordinary general meeting at which the change was approved
- Board resolution and the Digital Signature Certificate of the authorised director
Applicable laws & forms
- Companies Act 2013 — Sec 14, which empowers a company to alter its Articles by special resolution and requires the altered Articles to be filed with the Registrar
- Companies Act 2013 — Sec 5, which governs the Articles of Association, the adoption of Table F and the model Articles in Schedule I
- Companies Act 2013 — Sec 5(3), under which entrenchment provisions may make specified articles alterable only by a more restrictive procedure
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹1,000
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.