The Articles of Association are a company’s internal rulebook, governing how it is run, its shares, board, meetings, and powers. Changing the articles requires a special resolution of the shareholders and the filing of Form MGT-14 within 30 days. Samkhya handles your AOA alteration quickly and correctly.
The Articles of Association (AOA) set out the internal rules by which a company is managed, covering its shares and their transfer, the board and its powers, meetings, dividends, and borrowing. A company can alter its articles under Section 14 of the Companies Act, 2013 by passing a special resolution of the members, and the resolution is filed in Form MGT-14 within 30 days. Unlike some changes to the Memorandum, altering the articles generally needs no Central Government approval, the special resolution is enough, except where the change goes with a conversion between a private and a public company, which carries its own process. Companies often alter the articles to adopt updated provisions, change share-transfer rules, or add entrenchment provisions.
Altering the AOA serves several purposes:
The articles govern the company’s internal affairs:
An AOA alteration requires:
The AOA is altered:
Altering the articles begins with a board resolution approving the change and calling a general meeting, where the members pass a special resolution. The articles are amended to reflect the change, and the company files Form MGT-14 with the Registrar within 30 days, attaching the resolution and the altered articles. For most alterations, no further approval is needed and the change takes effect on filing. Where the alteration accompanies a conversion between a private and a public company, the relevant conversion process and forms are followed alongside. The filing is made on the MCA V3 portal, after which the company’s articles stand altered on the record.
For the Alteration:
Supporting:
An AOA alteration follows a clear sequence:
Altering your AOA with Samkhya Corporate Services is simple. Just follow these easy steps:
From there, our team handles the resolution, altered articles, and MGT-14 filing.
Once the articles are altered:
Altering the articles is one of the simpler charter changes: the main cost is the modest MGT-14 filing fee, with professional charges separate, and there is generally no stamp duty or Regional Director approval as there can be for some Memorandum changes. The discipline is the 30-day deadline for filing MGT-14 from the special resolution, after which the usual per-day additional fees apply. Because most AOA alterations take effect on filing without a further approval stage, the timeline is short, typically the time needed to hold the general meeting and file the form. The exception is where the alteration accompanies a conversion between a private and a public company, which adds the steps of that separate process.
| Feature | Detail |
| Governing Law | Section 14, Companies Act 2013. |
| Approval | Special resolution of members. |
| Key Form | MGT-14, within 30 days. |
| RD Approval | Not generally required. |
| Document | Altered Articles of Association. |
| Portal | MCA V3. |
What is the AOA?
The Articles of Association are a company’s internal rulebook, governing its shares, board, meetings, powers, and other aspects of how it is run.
How is the AOA altered?
The members pass a special resolution under Section 14, the articles are amended, and the company files Form MGT-14 within 30 days.
Does an AOA change need Central Government approval?
No, not generally. A special resolution and MGT-14 are enough, except where the change accompanies a conversion between a private and a public company.
What is the difference between the MOA and AOA?
The MOA is the company’s charter setting out its name, objects, and capital, while the AOA contains the internal rules for managing the company.
What is entrenchment?
An entrenchment provision makes certain articles harder to change by requiring a more stringent procedure than a special resolution; it can be added by altering the articles.
How long does it take?
An AOA alteration is usually quick, as most changes take effect on filing MGT-14 without a further approval stage.
