# Alteration of Articles - Section 14
A company may alter its AOA by passing a Special Resolution and intimating the ROC in the prescribed manner.
## Basic Procedure
1. Special Resolution (SR) at general meeting.
2. Intimate ROC in prescribed manner.
## Six Conditions for Valid Alteration of AOA
Even though AOA can be altered by SR, the alteration must satisfy the following six conditions (judicially developed and statutorily reinforced):
| # | Condition | Explanation |
|---|---|---|
| 1 | Not inconsistent with Statute/MOA | Cannot violate Companies Act or override MOA |
| 2 | Bonafide interest of company | Done in good faith, not to harm anyone |
| 3 | Benefits company as a whole | Not for the benefit of a few members only |
| 4 | Not illegal / against public policy | Cannot legitimise illegal acts |
| 5 | Should not increase liability of members | Members cannot be forced to contribute more (unless they consent in writing) |
| 6 | Not to constitute fraud | Cannot defraud minority or creditors |
## Key Point on Power to Alter
- The power to alter AOA is statutory — a company cannot give it up by contract.
- However, the alteration must satisfy the six conditions above; otherwise it can be challenged in court.
## Memory Aid: "S-B-B-I-L-F"
- Statute consistency
- Bonafide intent
- Benefit to company as a whole
- Illegality avoided
- Liability not increased
- Fraud absent