Alteration of Articles of Association (Section 14)

# Alteration of Articles of Association (Section 14)

## Core Principle

A company cannot divest itself of the power to alter its articles. This is a fundamental right protected by law.

Landmark Case: Andrews v. Gas Meter Co. [1897] 1 Ch. 161 — A company always retains the power to alter its AOA; any clause attempting to remove this power is void.

## When AOA Can Be Altered

If the MOA is silent on a matter, the issue can be addressed by altering the AOA. The AOA is the more flexible internal rulebook of the company.

## Procedure for Alteration

### Step 1 — Pass a Special Resolution (SR)

A company may alter its AOA by passing an SR, subject to:

• Provisions of the Companies Act, 2013
• Provisions of its own MOA

### Step 2 — Special Case: Conversion of Company Type

Alteration of AOA includes the following conversions:

• Private → Public company
• Public → Private company

### Step 3 — Central Government Approval (for Public → Private only)

Where a public company is converted into a private company:

• CG approval is required within 60 days from passing the SR
• Application is made in e-Form RD-1 to the Regional Director (RD) with prescribed fees

#### Documents to Accompany the Application

## Filing with ROC

• Alteration + copy of CG approval must be filed with the ROC within 15 days
• Filing must include a printed copy of the altered AOA
• Once registered, the alteration is treated as if originally in the articles

## Noting Alteration in Every Copy (Section 15)

Every copy of the AOA must reflect any alteration made. Default consequence:

> Penalty: ₹1,000 for every copy issued without noting the alteration — payable by the company AND every officer in default.

## Quick Recall Table