# Section 14 - Alteration of Articles (AoA)

## 1. Basic Rule

A company may, by Special Resolution (SR), alter its Articles of Association.

## 2. Conversion via Alteration of AoA

Alteration of AoA includes the following conversions:

Type of Conversion	Approval Needed
Private to Public	SR only
Public to Private	SR + CG (RD) Approval

## 3. Conversion of Public to Private - Detailed Process

The alteration shall not have effect unless approved by CG (RD).

### Application Details:

Apply within 60 days of passing SR
File application with RD in Form RD-1

### Documents to be Attached:

Draft MoA and AoA with proposed alteration
Copy of minutes of GM where SR was passed
Copy of Board Resolution
Declaration by KMP regarding compliance

## 4. Automatic Conversion from Private to Public (Deemed Conversion)

Where a private company alters its AoA such that it does NOT include the restrictions required for a private company (per definition in Section 2(68)):

→ Such company shall cease to be private from the date of such alteration

Restrictions a private company must contain in AoA:

1. Restriction on right to transfer shares

2. Limit on number of members (200)

3. Prohibition on invitation to public to subscribe to securities

## 5. Filing Requirements with RoC (Form INC-27)

Following must be filed within 15 days of alteration:

Every alteration of AoA
Approval of CG (if applicable)
Printed copy of altered articles

## 6. Validity of Altered Articles

Any alteration of AoA registered under sub-section (2) shall be valid as if it were originally in the Articles.

This means altered articles have retrospective effect to the extent of treating them as original provisions.

## 7. Important Case Law

### Andrews v. Gas Meter Company

Principle: Power to alter AoA vests with the Company itself. A company cannot divest itself of this power.

This means even if the AoA contains a clause stating articles cannot be altered, such clause is invalid - the statutory right to alter cannot be waived or contracted away.

## 8. Summary Flow - Public to Private Conversion

```

Pass SR

↓

Within 60 days: File RD-1

↓

RD considers application

↓

RD approval received

↓

Within 15 days: File INC-27 with RoC

↓

Altered AoA registered

```

Worked example

### Example 1

Example - Private to Public: 'Family Pvt Ltd' wants to become a public company. They pass SR removing restrictions on transfer of shares and member limit. No CG/RD approval needed. File INC-27 with RoC within 15 days. The company becomes a public company.

### Example 2

Example - Public to Private: 'Public Ltd' wants to become private. (1) Pass SR (2) Within 60 days, file RD-1 with RD with draft MoA/AoA, GM minutes, BR, KMP declaration (3) RD approval (4) File INC-27 within 15 days with RoC. Without RD approval, the conversion has no effect.

### Example 3

Example - Deemed Conversion: 'Quiet Pvt Ltd' alters its AoA to remove the clause restricting share transfers. Although no formal conversion is filed, the company automatically ceases to be a private company from the date of alteration because it no longer satisfies Section 2(68) requirements.

### Example 4

Example - Andrews v. Gas Meter: 'OldFashioned Ltd' has an AoA clause that says 'Articles cannot be amended without consent of original promoters'. Applying Andrews v. Gas Meter principle, this clause is invalid. The company can still alter its AoA by SR; statutory power to alter cannot be restricted contractually.

### Example 5

Example - Filing Timeline: SR for AoA alteration passed on 1st April 2026. INC-27 must be filed with RoC by 16th April 2026 (within 15 days). For public-to-private conversion, RD approval must be obtained first, then filing done within 15 days of approval.

⚠️ Common exam mistakes

Forgetting that private to public conversion does NOT need CG approval but public to private DOES.
Confusing the application timeline - it's 60 days from SR for RD-1 application.
Missing the KMP declaration with RD-1 application for public-to-private conversion.
Not understanding deemed conversion - simply removing private company restrictions converts the company without formal procedure.
Believing the company can contractually restrict its power to alter Articles - Andrews case prohibits this.
Thinking the altered AoA only has prospective effect - they are deemed to be original provisions for legal purposes.

Bare-Act text Section 14 · Companies Act, 2013 · click to expand

Section 14(1): Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, 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.

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