What is the meaning of Articles of Association?
The Articles of Association is the charter document that contains the purpose of the company as well as the duties and responsibilities of its members defined and recorded clearly. It is an important document which needs to be filed with the Registrar of Companies. The Company can amend the provisions in the Articles of Association subject to compliance with company law provisions
Need for Alteration of Articles of Association:
Company can amend the provisions in the Articles of Association subject to compliance with company law provisions. Clauses in Articles of a company can be amended by passing a special resolution at a meeting of shareholders and filing the necessary documents with the ROC
Steps Involved for Alteration of Articles of Association:
Step-1: Convene the Meeting of Board of Directors of the Company:
To decide on which articles required alteration. Preparation of Board Meeting notice, agenda and convene the board meeting to approve the amendment of articles. Issue the notice to the shareholders to convene an Extraordinary General Meeting
Step-2: Convene an Extraordinary General Meeting (EGM) of Shareholders:
The next step is to seek approval of the shareholders of the company. Pass special resolution in this regard at duly convened Extraordinary General Meeting (EGM) of Shareholders for alteration of articles of the Company.
Step-3: Filing of Special Resolution to RoC in Form-MGT-14:
Once the special resolution has been passed for alteration of articles of the Company. Form MGT-14 has to be filed within 30 days of passing of the Special resolution with Certified Copy of Special resolution, altered AOA and any other attachments if any.
Documents Required for Alteration of Articles:
- List of directors and shareholders of the Company.
- Articles of the AOA which are required to be altered.
- Existing MOA and AOA of the Company.
- Digital Signature (DSC) of any one of the Director of the Company.