AOA Amendment
- Art Teacher
- London, UK
- 5-7 Hrs
The Articles of Association (AOA) serve as a company’s internal rulebook, defining management powers, responsibilities, and procedures, but as a business evolves, amendments may be needed—such as introducing new share classes, revising voting rights, or altering board meeting processes. In India, any change to the AOA must comply with the Companies Act, 2013, and requires filing Form MGT-14 with the Ministry of Corporate Affairs (MCA) within the prescribed timeline. Filing MGT-14 ensures that the special resolution passed by shareholders is legally recorded, providing transparency, safeguarding compliance, and officially updating the company’s governance framework in MCA records.
- Certified true copy of the Special Resolution passed in the general meeting.
- Notice of the EGM along with the explanatory statement (Section 102).
- Altered Articles of Association (highlighting the changes).
- Copy of the Minutes of the Meeting.
- DSC of a Director/Authorized Signatory.
- Board Resolution authorising filing of MGT-14.
- Board Meeting
- Notice to Members
- Pass Special Resolution
- Prepare Documents
- File MGT-14
- MCA Approval
Form MGT-14 is mandatory for every amendment of the Articles of Association (AOA) as per Section 117 of the Companies Act, 2013, following the passing of a special resolution by shareholders.
MGT-14 must be filed with the Registrar of Companies (ROC) within 30 days of passing the special resolution for amending the AOA.
Central Government approval is not required for all AOA amendments; it is needed only in specific cases such as conversion of company type or other exceptional circumstances.
Changes apply as per the amended AOA, but cannot override statutory rights under the Companies Act.
Yes, multiple alterations can be made through a single special resolution in one general meeting, provided proper procedure is followed for each change.
A company can amend its AOA to include clauses restricting the transfer of shares, especially common in private limited companies, provided these restrictions comply with the Companies Act and are clearly stated in the AOA.