Alter Articles of Association explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
To alter the Articles of Association, the Board approves the amendment, members pass a special resolution under Section 14, and the company files Form MGT-14 with the altered Articles within 30 days. The change is effective on registration by the Registrar.
Overview
The Articles of Association govern the internal management of a company — share transfer rights, board composition, quorum, borrowing powers and more. Companies alter the AOA to adopt Table F, introduce investor rights, add entrenchment, or convert their status. The power is derived from Section 14.
When It Is Required & Legal Basis
Section 14(1) empowers a company to alter its Articles by special resolution, including adoption of a new set of Articles, subject to the provisions of the Act and the conditions in the Memorandum. Certain alterations — such as conversion of a public company into a private company — additionally require approval of the Central Government (powers delegated to the Regional Director).
Step-by-Step Process
- Board meeting. Approve the draft altered/new Articles and convene the general meeting.
- Notice. Circulate the notice with an explanatory statement and the proposed amendments.
- Special resolution. Pass the special resolution altering or adopting the new AOA.
- File MGT-14. File Form MGT-14 with the special resolution and altered Articles within 30 days.
- RD approval (if conversion). Where the alteration converts public to private, file INC-27 / obtain RD approval as applicable.
- Update. Replace the AOA in company records and statutory registers.
Forms, Attachments & Fees
| Form | Purpose | Timeline |
|---|---|---|
| MGT-14 | File special resolution and altered AOA | Within 30 days of resolution |
| INC-27 | Conversion of company (where AOA change effects conversion) | As applicable |
Attachments: certified special resolution, notice with explanatory statement and the altered/new Articles. MCA fee for MGT-14 is on the authorised-capital slab (₹200–₹600 for most private companies).
Timeline & Due Dates
MGT-14 must be filed within 30 days of the resolution. For a simple AOA amendment there is no separate Registrar approval; registration of MGT-14 completes the alteration.
Penalty for Delay / Non-compliance
Non-filing or late filing of MGT-14 attracts additional fees up to 12 times normal fee and penalty under Section 117 — company ₹10,000 plus ₹100 per day (maximum ₹2 lakh) and officers in default up to ₹50,000.
Practical Tips
- When adopting Table F or a fresh set, ensure the new Articles do not conflict with the MOA or the Act — the Act prevails.
- Investor rights (drag/tag, anti-dilution) are best captured in the AOA to make them binding on the company.
- Retain a comparison of old vs new clauses to answer any Registrar query quickly.