Section 14 of Companies Act 2013 - Alteration of Articles

     

Section 14 of Companies Act 2013 - Alteration of Articles

Key Points : A company may, with the consent of shareholders by way of passing a special resolution, alter its articles. It can be done by way of alteration, modification or deletion of its existing article or by adding new article(s).

Section 14. Alteration of articles.

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, the 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 take effect except with the approval of the Tribunal which shall make such order as it may deem fit.

2.   Every alteration of the articles under this section and a copy of the order of the Tribunal 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.

Applicable Rules

Companies (Incorporation) Rules, 2014

Rule 33. Alteration of articles.-

(1)  For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No.INC.27 with fee.

(2)   A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation.- For the purposes of this sub-rule, the term ―competent authority‖ means, the Central Government.

Related Post :

Stepwise Procedure For Alteration of Articles Under Section 14 of Companies Act 2013

Draft Board Resolution for Alteration of Articles Under Companies Act 2013

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