# Alteration of Articles of Association (Section 14)

## The Core Rule — Section 14(1)

A company may alter its articles by special resolution, subject to:

the provisions of the Companies Act, 2013, and
the conditions contained in its memorandum.

An alteration of articles includes a conversion of a private company into a public company, or vice-versa.

## Conversion of Public Company to Private Company — Extra Safeguard

The alteration is not valid unless approved by an order of the Central Government (power delegated to the Regional Director).
Application: within 60 days of the special resolution, filed with the RD in e-Form RD-1, with prescribed fee.

### Documents Required with RD-1

(a) Draft copy of MOA and AOA with proposed alterations

(b) Copy of minutes of the general meeting at which the special resolution was passed, with details of votes cast in favour/against and names of dissenters

(d) Declaration by a Key Managerial Personnel regarding compliance with the relevant sections and rules

## Private Company Ceasing to be Private

If, after alteration, the articles of a private company no longer contain the restrictions and limitations mandated for a private company (e.g., on share transfer, member numbers, prohibition on public subscription), the company ceases to be a private company from the date of such alteration.

## Filing of Alteration — Section 14(2)

Every alteration of articles, along with a copy of the CG order (where applicable), must be filed with the Registrar in Form INC-27 within 15 days, together with a printed copy of the altered articles and prescribed fee.
The Registrar shall register the same.

## Effect — Section 14(3)

A validly altered and registered article has effect as if it were originally contained in the articles.

## Limitations on Power to Alter Articles

The power to alter is wide but not unlimited. The alteration must satisfy ALL of the following:

1. Must not exceed the MOA — articles cannot go beyond the MOA's powers or conflict with it.

2. Must not be inconsistent with the Companies Act, 2013 or any other statute/law.

3. Must be bona fide for the benefit of the company as a whole.

4. Must not contain anything illegal or against public policy.

5. Cannot provide for expulsion of a member.

## Penalty (Section 15)

If every alteration is not noted in every copy of the articles issued, the company and every officer in default is liable to a penalty of ₹1,000 for every copy issued without such alteration.

Worked example

### Example 1

Example — Conversion of Public to Private: XYZ Ltd, a public company, decides to convert into a private company. It passes a special resolution at an EGM on 1 April. To complete the conversion, it must apply to the Regional Director in e-Form RD-1 within 60 days (by 31 May), enclosing the draft altered MOA/AOA, minutes of the EGM showing votes for/against and names of dissenters, the authorising board resolution (not older than 30 days), and a KMP's declaration of compliance. Without the RD's approval order, the alteration is not valid. Once approved, the order and altered articles must be filed in Form INC-27 within 15 days.

### Example 2

Example — Ceasing to be Private: A Pvt Ltd company alters its articles to remove the restriction on transfer of shares and the cap of 200 members. The very date of such alteration, it ceases to be a private company — even before any formal conversion approval, because it no longer contains the defining restrictions of Section 2(68).

⚠️ Common exam mistakes

Forgetting that the public-to-private conversion needs Central Government (Regional Director) approval; private-to-public does not require RD approval — just a special resolution and filing.
Confusing the form numbers: e-Form RD-1 for application to RD; Form INC-27 for filing the alteration with Registrar.
Saying altered articles take effect from the date of the special resolution — they take effect only on registration.
Overlooking the 60-day window to apply to the RD post-special resolution.
Forgetting the five-fold limitation test for any alteration: not exceeding MOA, not inconsistent with the Act, bona fide for the company, not illegal/against public policy, and not providing for member expulsion.

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: Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, such company shall, as from the date of such alteration, cease to be a private company: Provided further that any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed. (2) Every alteration of the articles under this section and a copy of the order of the Central Government approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same. (3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.

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