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Alteration of articles

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(Querist)
05 July 2013 Hi

I need to change the AOA of a pvt ltd company to allow appointment of director as MD.Please could you let me know the procedure.Should the board resolution be ordinary or special.
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Ajay Mishra

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Ajay Mishra (Expert)
05 July 2013 Hi

Please check, your article it should be given in your articles.
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Ajay Mishra

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Ajay Mishra (Expert)
05 July 2013 STEPS FOR CHANGE/ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY:

1. Call a Board meeting for proposed change/alteration under section 31 of the Companies Act, 1956.
2. Hold a Board meeting for passing following resolutions:
a. Alteration of clause of AOA
b. Fixing date time place for general meeting for approving the above resolution by shareholders.
f. approval of draft notice of general meeting.
g. Authorisation for filing forms with MCA.
3. Hold a general meeting for passing above resolutions.
4. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
5. Get certificate from ROC for change, if required, of the company
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