Ammending Articles of Association

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A company is asking if they can amend their Articles of Association now, even though the decision was made in 2014. They want to know if it's possible to file with the current date and what the implications might be. The advice provided outlines the full procedure for altering articles, including board and general meetings, special resolutions, and filing with the Registrar of Companies (ROC). A follow-up question clarifies whether the entire document needs changing or just a specific clause.

Kavita R

Kavita R (Querist)

18 March 2023 Articles of association was to be amended in 2014 itself. Since we had not amended the Articles of Association of the Company can we do it now . Can we do it with currrent date? will there be any consequence if we file it with current date? Kindly advise.

Jatin Bajaj

Jatin Bajaj (Expert)

20 March 2023 You have to follow the complete procedure for alteration of articles from the current date itself.

1. Hold the Board Meeting for approval of alteration of articles of association
2. issue the notice of general meeting at least 21 days before the date of general meeting
3. Notice can be issued by shorter notice by consent of majority in number and 95% of the shareholders in terms of paid up share capital entitled to vote at the meeting
4. Pass the special ressolution in EGM
5. File MGT 14 within 30 days of passing speacial resolution to ROC along with certified copy of resolution along with explanatory statement
6. Copy of notice of egm
7. Printed copy of Altered association

Kavita R

Kavita R (Querist)

30 March 2023 Thank you sir for your reply , our articles need to be changed only for specific clause say no. 14 , then do i have to change the whole articles as through INC-34 (e-AOA) does not match our existing articles with respect to certain clauses even though company incorporated in 2015. Request you to reply on changing whole articles or only specific point clause no. 14?

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