Stepwise Procedure For Alteration of Articles Under Section 14 of Companies Act 2013


Stepwise Procedure For Alteration of Articles Under Section 14 of Companies Act 2013

Section 14 of the Companies Act, 2013 deals with the alteration of articles. As per the provisions of Section 14, a company may, Subject to the provisions of this Act and the conditions contained in its memorandum, if any, by passing a special resolution in general meeting, alter its articles including alterations having the effect of conversion of—
(a) a private company into a public company; or
(b) a public company into a private company:

Stepwise Procedure For alteration of articles of the company is as under : 

Step 1: 

Approval of the Board

Hold a board meeting to get the approval of board for alteration of articles and to Fix the date, time, and venue of the general meeting to get the shareholder’s approval by way of special resolution.
Step 2 : 
Call EGM

Step 3 : 

Approval of Shareholders

Hold an Extraordinary General Meeting to pass the necessary Special Resolution under section 14 of the Companies Act, 2013, for alteration of articles of the company.
Step 4 : 
Filing of Special Resolution with ROC in MGT-14
 The special resolution passed at the  EGM needs to be filed with the Registrar in Form MGT-14 within 30 days of passing the resolution.  The following documents shall be filed as an attachment to the eForm No. MGT – 14:
1.  Notice of extraordinary general meeting along with the explanatory statements;
2.  Certified true copy of Special resolutions;
 3.  Altered Articles of Association;
 4.  Minutes of the extraordinary general  meeting;
 5.  Consent letter of shareholders, in case the general meeting is convened on shorter notice.
Step 5 :
Approval of ROC for alteration in articles
On receipt of MGT-14, If the Registrar of Companies is satisfied with all the required formalities, then Registrar  will register the alteration and issue a certificate in this regard, which will  be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company. The alteration shall be completed and effective only on the issue of certificate by the Registrar.
Step 6 : 
Make Changes in all the copies of MOA.

Subsequent to the issuance of the certificate, steps must be taken to incorporate changes in all the copies of MOA.

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