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Amendments to Articles of Association Registrar of Companies

A company can amend its articles of association registrar of companies by calling a shareholder meeting and approving a resolution. A company can amend its articles to improve its business prospects. A company may want to amend its incorporation articles to diversify or expand its business.

amendments to articles of association registrar of companies

Articles of association are the regulations that regulate the internal affairs of a company. The articles regulate the management structure and hierarchy of the company. The articles also provide a framework for achieving the company’s objectives. The company’s objectives can be found in the memorandum of association. The business of a company must be conducted by its articles. The articles constitute the agreement between the company and its members. The contract governs the members’ rights and obligations.

All corporations may amend their articles of incorporation so long as they comply with the applicable legal requirements. As a business develops and changes, modifying its Articles of Association may become necessary. Nonetheless, this procedure can be intricate and must be executed carefully to ensure compliance with the applicable laws and regulations. So let’s dwell to know more.

How Do I Amend Articles of the Association Companies Act, 2013?

A business changing its articles of organisation must adhere to the following requirements:

  • Any new terms introduced by the modification shouldn’t be at odds with the company’s goals.
  • The change should be consistent with the memorandum’s provisions.
  • The modification must comply with the Companies Act of 2013 and all other relevant legislation.
  • The change must be advantageous to the entire business.
  • Any terms included by the modification shouldn’t be detrimental to shareholders.
  • Retrospective changes should be made to something other than the change. The modification’s effective date cannot be set before the passage of a special resolution.
  • The paid-up value of the shares shouldn’t change due to the modification.
  • The modification shouldn’t affect the company’s obligations to lenders.
  • No one’s membership in the company should be terminated as a result of the change.
  • The modification should not abolish the shareholders’ existing voting rights.
  • The change shouldn’t make it difficult for shareholders to attend meetings.
  • The change should only introduce benefits for those who are firm members.

What Is the Procedure for the Amendment of Articles of Association?

  • There needs to be a board meeting. The agendas should be included in the notification inviting the directors to the meeting. The directors shall receive notice of the meeting at least seven days beforehand. The following should be on the agendas:
    • To talk about and accept the reason the articles are being changed.
    • To urge the shareholders to accept the reason the articles are being modified.
    • To debate and accept the article’s changes that have been made
    • to urge the shareholders to accept the articles of incorporation changes
    • Determine the shareholders’ meeting’s date, time, and location.
    • To debate and accept the “explanatory note” outlining the agenda for the shareholder’s meeting
    • to give the go-ahead for the company secretary to send the shareholders the meeting notice and explanation
  • Twenty-one days before the meeting, each shareholder should receive the meeting notice and the accompanying explanation.
  • The corporation should develop a list of its creditors, debenture holders, and other lenders. The list should include the lender’s name and the balance owed. Additionally, the date on which the credit facility was used should be indicated. It should be made known if a specific debt is under dispute. The stockholders should be shown on the list. The fact that the shareholders reviewed the list should be noted in the meeting’s minutes. Any comments a shareholder has regarding the list are acceptable. The comments ought to be written down in the minutes.
  • A declaration that the modification does influence the amount owed to any of the lenders should be made in an affidavit. The company secretary and at least two directors must all sign the affidavit. Additionally, the managing director must sign it. The stockholders should be presented with the affidavit. The fact that the shareholders read the affidavit should be noted in the meeting’s minutes. Any comments a shareholder has on the affidavit should be welcomed. The minutes should include the observations.
  • The format a business should use for its articles depends on its kind of business. There is no set format that unlimited corporations or guarantee companies with a share capital must adhere to. A company with share capital should write its articles of incorporation by Table F. The articles should be drafted by a guaranteed firm using Table H. The Companies Act of 2013’s Schedule I includes Tables F and H.
  • The shareholders should pass a specific resolution approving the amendment of the articles at the meeting.
  • A shareholder in attendance at the meeting can see that the change hurts a specific lender. In these situations, the lender must receive a copy of the minutes and the amended articles within fifteen days.

What Type of Alteration Can Be Made in the Article of Association?

  • A business may amend the articles referenced in its AOA by Section 14 of the Companies Act 2013 by adopting a special resolution. A printed copy of the company’s articles must be filed with the registrar, together with any changes made to the AOA, within 30 days. By the provisions of the Companies Act and the circumstances outlined in the memorandum, the company may amend its articles of organisation. [Paragraph 14(1)]
  • In the case of a private company, the entrenchment provisions of the articles can only be changed at the time of incorporation or by modifying the articles through special resolution[Article 5(4)]

The following options exist for changing the AOA:

  • Through the adoption of new articles.
  • By introducing any new articles (clause), fresh or old.
  • Any article (clause) can be deleted.
  • By altering or replacing any particular regulation.

Some Important Points About The Change To AOA – 

  • Every copy must state that the AOA has changed. Every copy of a company’s AOA must have a note describing any changes made. Within seven days of receiving a member’s request, these copies must be given to that person.
  • The company and every official in default shall be liable for the default if the company violates the provisions. The fine consists of one lakh or 1,000 rupees, whichever is less, for each day the default persists.

FAQs: Amendments to Articles of Association Registrar of Companies

Can the Article of Association be amended?

Yes, adopting a special resolution in compliance with the legal requirements may modify the Articles of Association.

Which article can be done for amendment?

Articles relating to the firm’s management, meeting processes, and share transfer regulations are subject to amendment.

How many amendments are there?

The Articles of Association may be modified an unlimited number of times. Each alteration, however, needs to be approved by a special resolution and submitted to the appropriate authorities.


To ensure that the modifications are valid and legally acceptable, making amendments to articles of association registrar of companies requires careful thought and the right steps. A firm can change its Articles of Association to reflect its changing needs and goals while remaining in conformity with the relevant laws and regulations by following the right procedures and getting professional help. The corporation can run effectively by following its legal requirements and by having properly adjusted articles of association.
But, because the process is a bit complex, you might require some help. If so, our Instafiling specialists can assist you and walk you through the procedure. Just ping us here below.

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