# Alteration of Articles – Section 14
## The default rule
A company may alter its articles by passing a Special Resolution, subject to:
- the provisions of the Companies Act, 2013, and
- the conditions contained in its Memorandum.
This general power is wide enough to include alterations that convert a private company into a public company or vice versa.
## Conversion of Public ➜ Private: extra hurdle
A conversion of a public company into a private company is NOT valid unless approved by the Central Government (power delegated to the Regional Director).
| Step | Requirement |
|---|---|
| Apply to RD | In e-Form RD-1 |
| Time-limit to apply | Within 60 days of passing the SR |
| Fees | As per Companies (Registration Offices and Fees) Rules, 2014 |
Documents to be filed with RD-1:
1. Draft of the altered MOA and AOA showing proposed alterations.
2. Minutes of the general meeting at which the SR was passed, with vote details and names of dissenters.
3. Board resolution / Power of Attorney (not earlier than 30 days) authorising the application.
4. Declaration by KMP confirming compliance with applicable sections and rules.
## Auto-conversion of a Private to a Public Company
If, after alteration, the articles of a private company no longer contain the three statutory restrictions of Section 2(68) (restriction on transfer of shares, cap of 200 members, prohibition on public invitation), the company automatically ceases to be a private company from the date of such alteration.
## Filing of the alteration – Section 14(2)
- Every alteration plus the CG/RD's order (where applicable) must be filed with the Registrar in Form INC-27.
- Time limit: 15 days from the alteration.
- A printed copy of the altered articles must also be filed.
- The ROC shall register the same.
## Effect after registration – Section 14(3)
Once filed and registered, the alteration is valid and operates as if it were originally contained in the Articles.
## Limitations on the Power to Alter Articles
Even a unanimous shareholders' meeting cannot ignore these limits:
1. The altered articles must not exceed the powers given by the MOA or conflict with the MOA.
2. They must not be inconsistent with the Companies Act, 2013 or any other statute.
3. The alteration must be bona fide for the benefit of the company as a whole.
4. The altered articles must not contain anything illegal or against public policy.
5. The articles cannot be altered to provide for expulsion of a member — this is settled law as well as a Department clarification.
## Section 15 – Alteration to be noted on every copy
Every alteration of MOA or AOA must be noted in every copy of the document issued thereafter. Default attracts a penalty of ₹1,000 per copy issued without the alteration, on the company and every officer in default.