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Querist : Anonymous

Querist : Anonymous (Querist)

04 September 2010 Can Articles of Association be Alterated after incorporation?

CA Sanat Pyne

CA Sanat Pyne (Expert)
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04 September 2010 A company can alter any of the provisions of its AA, subject to provisions of the Companies Act and subject to the conditions contained in the Memorandum of association of the company. A company, by special resolution at a general meeting of members, alter its articles provided that such alteration does not have the effect of converting a public limited company into a private company unless it has been approved by the Central Government.

The articles must be printed, divided into paragraphs and numbered consequently and must be signed by each subscriber to the Memorandum of Association who shall add his address, description and occupation in presence of at least one witness who must attest the signature and likewise add his address, description and occupation. The articles of association of the company when registered bind the company and the members thereof to the same extent as if it was signed by the company and by each member

Ankur Garg

Ankur Garg (Expert)
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04 September 2010 Agree with Expert.

A special resolution u/s 31 is required to be passed in the general meeting of shareholders to alter the AOA.

Also file form 23 with ROC within 30 days of passing Special resolution u/s 192.

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