Alteration of articles of association

A private limited company wants to forfeit shares of some of its members and re-issue them to new allottees. The articles of the company is silent about the applicability of table A. It also does not provide for the forfeiture of shares . It merely says that the

"The Directors may accept on behalf or for the benefit of the Company surrender of any shares liable for forfeiture so far as the law permits.":

As the AOA does not provide for forfeiture nor speaks about the applicability of Table A, should we first alter the AOA and provide for forfeiture, or proceed with forfeiture without alteration of AOA.

Replies (5)

 

Articles often provide for forfeiture of shares for non-payment of any call or installment of a call. Shares can be forfeited for non-payment of any call or installment of a call if and only if special and clear power in the articles is given to the directors to do so. 

 

First alter your AOA and proceed further.

First your should alter your articles and provide clear provisions for the buyback of shares or Adopt Table A by ways of passing special resolution then proceed for Buy Back.

thank you all for your expert opinion. I shall proceed accordingly

 

i am facing a similiar problem as explained by ms. smitha.

 

is it possible, that instead of going for share forfeiture as currently the MoA doesn't allow, the defaulting shareholders(willingly) surrender the shares, post surrender, the surrendered shares are re-allotted.

 

also,

suppose if i want ot forfeit shares in june 2011, if i alter my memorandum via a special resolution dated june 2011 and file form 23 in aug 2012 for intimation of special resolution with penalty for late filing, will the alteration be effective from july 2011 or aug 2012,consequently affecting my intended share forfeiture of june 2011.

 

also am i correct that no specific form need to be filed with RoC for share forfeiture?

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 24 August 2026
Chartered Accountant Articles

Rohit KC Jain & Co

New Delhi

CA Inter

View Details
Company
28 August 2026
Assistant Manager

NRS AND ASSOCIATES

Kozhikode

CA Inter

View Details
Company
ARTICLESHIP 04 September 2026
Accounts Executive

Hema Yashwanth & Associates

Chennai

B.Com

View Details
Company
21 August 2026
Accountant

A G International

Kolkata

B.Com

View Details
Company
ARTICLESHIP 17 August 2026
CA Article Trainee

ASC Group

Noida

CA Inter

View Details
Company
09 September 2026
SENIOR AUDITOR & ACCOUNTS MANAGER

Anupam Parashar & Co.

Ghaziabad

CA Final

View Details
Company
ARTICLESHIP 07 September 2026
Article/ Paid Assistant

Murali and Sumeet Chartered Accountant

Bengaluru

CA Foundation

View Details
Company
29 August 2026
Chartered Accountant

Velionit Consulting PVT LTd

Mumbai

CA

View Details