Stepwise Procedure For Alteration of Articles Under
Section 14 of Companies Act 2013
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Section 14 of the Companies Act, 2013 deals with
the alteration of articles. As per the provisions of Section 14, a company may,
Subject to the provisions of this Act and the conditions contained in its
memorandum, if any, by passing a special resolution in general meeting, 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:
Stepwise Procedure For alteration of
articles of the company is as under :
Step 1:Approval of the Board |
Hold
a board meeting to get the approval of board for alteration of articles and to Fix the date, time, and venue of the general meeting to get the shareholder’s approval by way of special resolution. |
|
Step 2
:
Call EGM
|
|
Step 3 :Approval of Shareholders |
Hold
an Extraordinary General Meeting to pass the necessary Special Resolution under section 14 of the Companies Act, 2013, for alteration of articles of the company. |
|
Step 4
:
Filing of Special Resolution
with ROC in MGT-14 |
The
special resolution passed at the EGM needs to be filed with the Registrar in Form MGT-14 within 30 days of passing the resolution. The following documents shall be filed as an attachment to the eForm No. MGT – 14:
1. Notice of extraordinary general
meeting along with the explanatory statements;
2. Certified
true copy of Special resolutions;
3. Altered
Articles of Association;
4. Minutes
of the extraordinary general meeting;
5. Consent letter
of shareholders, in case the general meeting is convened on shorter notice. |
|
Step 5 :
Approval of ROC for alteration in articles
|
On receipt of MGT-14, If the Registrar of Companies is satisfied |
|
Step 6
:
Make Changes in all the copies of MOA.
|
Subsequent to the issuance of the certificate, steps must be
taken to incorporate changes in all the copies of MOA. |
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