Till how much time articles of the company has to change

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

09 October 2013 Dear Friends....

As per the new Companies Act, 2013, same changes is required to be reflected on Articles of Association of the Company.

Kindly, advise till what period Articles should be modified as per new rules and please guide/ give opinion how to re-draft the Articles. Major points which I need to be kept in mind.

Regards:-
Shreya

Querist : Anonymous

Querist : Anonymous (Querist)

18 October 2013 Dear Friends....

As per the new Companies Act, 2013, same changes is required to be reflected on Articles of Association of the Company.

Kindly, advise till what period Articles should be modified as per new rules and please guide/ give opinion how to re-draft the Articles.

Major points which I need to be kept in mind.

Regards:- Shreya

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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02 August 2025 Hi Shreya,

Your question relates to **updating the Articles of Association (AOA)** of a company in line with the provisions of the **Companies Act, 2013**.

Here’s a clear breakdown for you:

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### ✅ **Is It Mandatory to Change the Articles of Association?**

No, it's **not mandatory for all companies** to immediately change their Articles unless:

1. **The existing AOA conflicts** with any provision of the Companies Act, 2013.
2. The company **intends to adopt new features or provisions** under the 2013 Act (e.g., One Person Company, entrenchment clauses, private placement rules).
3. The company **wants to adopt Table F** (standard format AOA under 2013 Act for a company limited by shares).
4. Conversion of status – e.g., **Private to Public** or vice versa.

In general, you are **not bound by a deadline** to amend the AOA, **unless there's a legal need** or business requirement prompting you to do so.

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### 📌 **Practical Approach: When to Amend the AOA**

* At the time of making **any significant structural or compliance change**, such as:

* Issuing new share capital forms (like sweat equity, ESOP)
* Alteration of shareholding rights
* Appointing Independent Directors
* Conducting e-voting
* Changes in borrowing powers, quorum, or meetings as per new law

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### ✍️ **Steps to Amend Articles of Association:**

1. **Hold a Board Meeting**

* To approve the proposal to alter AOA and call for an EGM.

2. **Send Notice of EGM**

* At least 21 clear days before the meeting.

3. **Pass Special Resolution**

* Alteration of AOA requires **75% shareholders' approval** in EGM.

4. **File Form MGT-14** with ROC within 30 days of passing the resolution.

5. **Attach the following documents**:

* Certified true copy of the Special Resolution
* Altered Articles of Association
* Notice of EGM with explanatory statement

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### ⚠️ **Important Points to Keep in Mind While Redrafting AOA:**

* Remove references to the **Companies Act, 1956** and update to 2013 provisions.
* Align definitions, quorum, director roles, board meetings, and voting rules with the 2013 Act.
* For private companies, ensure proper entrenchment clauses if needed.
* Update clauses related to:

* E-voting & postal ballot
* Appointment of KMP
* Related party transactions
* Buyback provisions
* Audit and auditors
* If adopting **Table F**, ensure it reflects your custom clauses if needed.

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### 📄 Suggestion:

Many companies have adopted **Table F** of Schedule I with custom modifications to ensure compliance and flexibility. This is often simpler than line-by-line amendments.

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### ✅ Summary:

* **No fixed deadline**, but should be updated **whenever a legal inconsistency or business need arises**.
* Amend via **Special Resolution + MGT-14 filing**.
* **Ensure full alignment with Companies Act, 2013** for corporate governance and compliance.

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