Articles AOA Change

Articles AOA Change

Articles AOA Change

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Hold the Board Meeting

Approval to Alteration in Article of Association and recommending the proposal for members’ consideration by way of special resolution.Pass Special Resolution in general meeting in order to alter AOA.


Amendment in Articles of Association

File FORM NO. MGT-14 (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 Certified True Copies of the Special Resolutions ,Copy of the Notice of meeting ,A printed copy of the Altered Article of Associations.

Payment of Fees
payment of fees to authority

filling with ROC
the company has to file to ROC within 15 days for the aleterd article along with the order of Tribunal approving the alteration and a printed copy of the altered article.

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Documents Required for Articles AOA Change

Process Involved

  • What does the articles regulate?
  • The Articles regulate the internal management of the company. They define the powers of its officers.
  • what are the Contents Of Articles Of Association?
  • Articles usually contain provisions relating to the following matters- 1. Share capital including sub division thereof, rights of various shareholders, the relationship of these rights, payment of commission, share certificates, 2. Lien of shares 3. Calls on shares 4. Transfer of shares 5. Transmission of shares 6. Forfeiture of shares 7. Surrender of shares 8. Conversion of shares into stock 9. Share warrant 10. Alteration of capital 11. General meetings and proceedings thereat 12. Voting rights of members, voting by poll, proxies 13. Directors, including first directors or directors for life, their appointment, remuneration, qualifications, powers and proceedings of Board of directors’ mee
  • which Companies Must Have Articles?
  • 1. Unlimited companies 2. Companies limited by guarantee 3. Private companies limited by shares
  • Which Company needs No Article ?
  • According to section 28(1), company limited by shares may either frame its own set of articles or may adopt all of any of the regulations contained in Table A. but if it does not register any Articles, Table A applies, if it does not have some regulations, for the rest, as far as applicable, table A applies, insofar as its regulations are not excluded [(section 28(2)]. Thus, in case of a limited liability company having share capital, if the articles do not expressly exclude any or all provisions of table A, and at the same time not providing anything for them, applicable clauses of Table A shall automatically apply to it.
  • what is the Binding effect of Articles of association
  • Merely because in articles of association, the board of directors is empowered to refer any claim or demand to arbitration, provisions of section 36 cannot be interpreted to mean that the company or its directors shall be bound to incorporate a provision for arbitration in every agreement that a company executes- Skypark builders & distributors Vs Kerala Police housing & construction Corpn Ltd. [2004] 50 SCL 254.
  • how are Members bound to the company?
  • Each member must observe the provisions of articles and memorandum. For instance, a company has a right of lien on member’s shares or to forfeit the shares on non-payment of calls. Every member is bound by whatever is contained in the memorandum and articles. In Borland’s Trustee vs steel Bros. Co. Ltd [1901] 1 Ch. 279, the articles of a company contained a clause that on the bankruptcy of a member, his share should be sold to the other persons and at a fixed price by the directors. ‘B’ a shareholder was adjudicated bankrupt. His trustee in bankruptcy claimed that he was not bound by these provisions and should be at liberty to sell the shares at the true value. It was held that the trustee
  • how is Company bound to members?
  • A company is bound to its members by whatever is contained in its articles and memorandum. The company is bound not only to the “members as a body” but also to the individual members as to their individual rights. The members can restrain the company from spending money on ultra vires transaction. An individual can make the company fulfil its obligation to him such as to send the notice for the meetings, to allow him to cast his vote in the meeting.