Section 25

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Guest

Guest (Querist)

14 May 2013 Can Anyone tell me the process of change in financial year & articles of a section 25 Companies ?sorry but this is 3rd time I m posting this query.

Ankit

Ankit (Expert)
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14 May 2013 Dear Priyanka,

the alteration of the articles has to be done as per the procudure mentioned in section 31 only. for a section 25 co. there is no separate procedure.

yes..you may have to check the MoA and the existing AoA for the powers or restrictions mentioned on the alteration

- Ankit

Guest

Guest (Querist)

14 May 2013 There ate few points....
1. pursuant to the act..change in MOA requires CG approval...is it specifically for Memorandum or for Articles also.Do we have file 24A .

2. Further, there is a change in financial year pursuant to which there is a change in articles....i.e. they are adding a point to the articles also.What is the procedure for aligning this fy change with the change in articles.

3) while I was surfing ...I got a pdf of a lience which mentions that the company will take permission of CG when it changes memo or articles. still the question is will I have to take permission of CG with following Section 31.

Ankit

Ankit (Expert)
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14 May 2013 Priyanka,

As per the license issued u/s 25, for every amendment, the approval of the RD is to be taken. RD is functioning under MCA and thus under CG only

Guest

Guest (Querist)

14 May 2013 Ok..let me point out the procedure to be followed...please corect me if wrong:
1) Call a BM
2) Propose BR for change of Financial year & SR for Alteration in Articles
3) File Form 23 for both
4) Let it get approved...
5) Then File form 24A
6) Let it get approved and wait for confirmation by RD.

Is this the procedure...plz confirm
But one more thinf unless it gets approved by RD how Form -23 will get approved

Guest

Guest (Querist)

14 May 2013 Plz confirm

Ankit

Ankit (Expert)
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14 May 2013 Priyanka,you only have to file form 23 and then the EGM and the special resolution for the change

the amended AoA and the MoA is then to be filed with the RoC

Guest

Guest (Querist)

14 May 2013 Sorry but huge confusion Ankit ji....
1)Form 23 and then EGM i.e Form -23 for Fy or anything else
2) RD approval

Please clarify

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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23 July 2025 You're right to be cautious here—**Section 25 companies** (now called **Section 8 companies** under the Companies Act, 2013) have special obligations when it comes to altering their **Memorandum of Association (MoA)** or **Articles of Association (AoA)** due to the nature of their charitable or not-for-profit objectives.

Let me walk you through the **correct and complete procedure** for:

### ✅ **1. Change in Financial Year**

As per **Companies Act, 1956** (since your query dates back to 2013), changing the financial year **did not require CG (Central Government) approval** unless it was to align with foreign holding companies or in special cases.

However, if **Articles contain the financial year**, **you need to amend the Articles**, and for **Section 25 companies**, **prior approval of the Regional Director (RD)** is required.

---

### ✅ **2. Alteration of Articles of Association (AoA)**

#### ✳ Key Points:

* Under Section **31 of the Companies Act, 1956**, a company can alter its Articles by **Special Resolution**.
* But **Section 25 companies must take prior approval** of the **Regional Director (RD)** (i.e., Central Government approval) **before altering MoA or AoA**.

---

### 📜 **Step-by-Step Procedure**

#### 🔹 **Step 1: Board Meeting**

* Pass a **Board Resolution** to:

* Propose a change in financial year (if applicable).
* Approve the draft alteration in Articles.
* Call an **Extraordinary General Meeting (EGM)** to pass the Special Resolution.

#### 🔹 **Step 2: Apply to RD (Regional Director)**

* File **Form 24A** (under the Companies Act, 1956) to seek approval from RD for alteration of MoA/AoA.
* Attach:

* Board resolution
* Existing and proposed MoA/AoA
* Statement of reasons
* Copy of license under Section 25
* Other supporting documents

> 🛑 **Do this before the EGM.**

#### 🔹 **Step 3: Wait for Approval**

* RD may seek clarifications or approve the alteration.
* Only after receiving **written approval**, you can proceed to step 4.

#### 🔹 **Step 4: Hold EGM**

* Pass a **Special Resolution** for alteration of AoA/MoA and, if relevant, change in Financial Year.

#### 🔹 **Step 5: File with ROC**

* File **Form 23** with RoC within 30 days of passing the Special Resolution.

* Attach certified copy of the resolution
* Approved altered AoA
* RD's approval letter

---

### 🛠️ Your Question Rephrased:

> “Unless it gets approved by RD, how will Form 23 get approved?”

Correct: You **must obtain RD approval first**. Only then can Form 23 be properly filed, since the RoC will verify that approval exists before registering the change.

---

### ✅ Final Clarified Sequence:

1. **Hold Board Meeting**
2. **Apply to RD using Form 24A**
3. **Wait for RD approval**
4. **Hold EGM to pass Special Resolution**
5. **File Form 23 with RD approval and resolution**

---

If you're transitioning under **Companies Act, 2013**, the equivalents would be:

* Section 8 → for Section 25 companies
* Form MGT-14 → replaces Form 23
* Approval of **RD under Section 8(4)(a)** before any alteration in MoA/AoA

Let me know if you want a sample resolution or draft of Form 24A.

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