# Entrenchment Provisions – Section 5(3)–(5)
## The intuition
An article is normally alterable by a Special Resolution (75% majority). But sometimes the founder, or a minority investor, wants a particular clause to be harder to change than that. Entrenchment is the mechanism by which the Act allows you to fortify selected articles so they can be altered only by a more onerous procedure than a normal SR.
Think of it as putting a clause inside a vault and requiring an extra key.
## What entrenchment can do
The articles may contain provisions that specified articles can be altered only if conditions or procedures more restrictive than a Special Resolution are complied with — for example, requiring 95% approval, or unanimous consent of a particular class.
## When can entrenchment be inserted?
Only at one of these two moments:
| When | How |
|---|---|
| On formation of the company | Built into the original AOA |
| By subsequent amendment | (a) Private company: consent of ALL members required. (b) Public company: by Special Resolution |
> Note: ironic but logical — to insert entrenchment in a private company you need unanimity; in a public company a special resolution suffices. But once inserted, the entrenched clause itself is harder to alter than an SR.
## Notice to the Registrar – Section 5(5) read with Rule 10
The company must give notice of the entrenchment to the ROC:
| Stage | Form | Time |
|---|---|---|
| At incorporation | SPICe+ (INC-32) | Filed with incorporation papers |
| Existing company | Form MGT-14 | Within 30 days of the entrenchment |
## Why entrenchment matters in practice
Entrenchment is the standard tool by which minority investors, VC funds, family promoters, and joint-venture partners protect themselves from being out-voted on issues they care about (e.g., borrowing limits, fresh issues of shares, removal of a particular director).