Template Description:

This Altered Articles of Association template serves as a legally compliant document for companies looking to amend their existing Articles of Association under the Companies Act, 2013. The template is 14-page MS Word document in legal size which is mandatory for companies wishing to modify their governance structure, operational procedures, or any other regulations governing the company. The intended audience includes start-ups, Companies.

Understanding Altered Articles of Association (AOA):

Terminologies:

• Articles of Association (AOA): A document that outlines the internal regulations and management of a company, including the rights of shareholders and the duties of directors.

Procedure:

Here is the procedure to alter the Articles of Association (AOA) as per Section 14 of the Companies Act, 2013:

• Board Meeting: Convene a meeting of the Board of Directors in accordance to Section 173 and discuss and approve the proposed alterations to the AOA. A resolution must be passed in the Board meeting to approve the draft of the proposed changes

• Convene the General Meeting: As per section 102 explanatory statement that must accompany the notice of the General Meeting. Conduct the General Meeting and present the resolution for altering the AOA to the shareholders. The alteration of the AOA requires the approval of a special resolution.

• Filing with the Registrar of Companies (ROC): After the special / ordinary resolution is passed, as per Section 117 the company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution as per the Companies Act, 2013.

• Registrar’s Approval: The ROC will review the documents and upon successful registration, the ROC will issue a Certificate of Registration for the altered AOA as conclusive evidence.

• Update Company Records: The company should update its records to reflect the alterations made to the AOA. And inform key stakeholders about the changes made to the AOA.

Conclusion:

This Altered Articles of Association template provides a standardized format for documenting essential changes to a company’s internal regulations under the Companies Act, 2013. It is a critical tool for companies looking to align their governance practices with their evolving business needs and regulatory requirements. Through this document, companies can ensure that their operational guidelines are up-to-date and legally sound.