Articles of Association Amendment — Section 14 Procedure
The Articles of Association are the company’s internal rulebook. They decide how shares may be transferred, who may sit on the board and how, what the quorum for a meeting is, how much the company may borrow, how dividends are declared, and what the board may do without going back to the shareholders. Where the Memorandum defines what the company is, the articles define how it is run.
Section 14 of the Companies Act, 2013 permits a company to alter its articles by special resolution, subject to the Act and to any conditions in its memorandum. No Central Government or Regional Director approval is needed for an ordinary amendment — the shareholder vote is enough, and the alteration is then filed with the Registrar. The one significant exception is an alteration having the effect of converting a public company into a private company, which does not take effect without the sanction of the prescribed authority.
This guide covers what the articles actually contain, the most common reasons a growing company has to amend them, the entrenchment provisions that need unanimity in a private company, the conflict between the fifteen-day filing period in Section 14(2) and the thirty-day MGT-14 window in practice, the conversion cases, and the penalty for issuing a copy of the articles without the alteration noted in it.
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What do the Articles of Association contain?
The articles are the operating rules the company has bound itself to. Under Section 10 they constitute a contract between the company and its members and between the members themselves, so a clause in the articles is enforceable in a way that a clause in an internal policy is not.
- Share capital: classes of shares, rights attaching to each class, variation of those rights
- Share transfer and transmission: pre-emption rights, board approval, lock-ins, transmission on death
- Further issue of shares, calls on shares, forfeiture and lien
- Board of directors: number, appointment, rotation, casual vacancies, nominee directors, removal
- Powers of the board, and matters reserved to the shareholders
- Board and general meetings: notice, quorum, chairman, voting, proxies, resolutions by circulation
- Borrowing powers and the creation of charges
- Dividends, reserves and capitalisation of profits
- Accounts, audit and the winding-up clause
- Indemnity for directors and officers
A company limited by shares may adopt the model articles in Table F of Schedule I, in whole or in part, and many companies incorporate with Table F essentially unchanged. That is fine at incorporation and almost always inadequate by the time the company takes outside investment, because Table F contains none of the investor protections a shareholders’ agreement will require.
Why would a company need to amend its articles?
- A funding round, where the shareholders’ agreement has to be reflected in the articles to be enforceable against the company
- Creating a new class of shares — preference shares, CCPS, or differential voting rights
- Changing share transfer restrictions, or adding drag-along, tag-along or right of first refusal clauses
- Giving an investor the right to appoint a nominee director, and defining that right
- Reserving specified matters so the board cannot act on them without investor or shareholder consent
- Raising or inserting a borrowing limit, or an enabling power to create charges
- Removing a capital ceiling in the articles that blocks an authorised capital increase
- Changing the quorum, notice or voting mechanics for board and general meetings
- Adding an entrenchment provision to protect a founder or minority position
- Adopting a modern set of articles in place of a bare Table F adoption
- Converting from a private company to a public company, or the reverse
- Aligning the articles with an amendment to the Act that has overtaken an old clause
The funding round case is the one that recurs. Investors do not rely on the shareholders’ agreement alone, because a term that contradicts the articles is difficult to enforce against the company. Amending the articles to mirror the agreed terms is a standard closing condition, and it is usually the last item to be done and the first to be rushed.
How do you amend the Articles of Association step by step?
- 1.Identify the exact clauses to be changed and draft the replacement language, rather than describing the change in the abstract
- 2.Check the change against the Act and against the memorandum — anything inconsistent with either is void to that extent
- 3.Hold a board meeting to approve the draft amended articles and to call a general meeting
- 4.Issue the general meeting notice with 21 clear days’ notice and an explanatory statement under Section 102 setting out the change and the reasons
- 5.Where shorter notice is needed, obtain consent from members holding at least 95 per cent of the voting rights
- 6.Where an entrenchment provision is being added or altered in a private company, obtain the agreement of all members instead
- 7.Hold the general meeting and pass the special resolution
- 8.File the alteration with the Registrar in MGT-14 with the printed copy of the altered articles, the certified resolution, the notice with the explanatory statement and the minutes
- 9.Where the alteration converts the company between private and public, run the additional conversion process and forms
- 10.Note the alteration in every copy of the articles the company issues or holds
- 11.Circulate the amended articles to the board, the auditors and any lender or investor who holds a copy
- 12.Update any internal process — board delegation matrix, transfer checklist — that the amendment has changed
Amend by substituting complete clauses with a clean consolidated set of articles, not by stacking amendment resolutions on top of each other. Companies that have amended piecemeal across several rounds often cannot say with confidence what their articles currently provide, which is a problem that surfaces at the worst possible moment.
What is the time limit for filing an alteration of articles?
There is a genuine inconsistency here worth knowing about. Section 14(2) says that every alteration of the articles, together with a printed copy of the altered articles, shall be filed with the Registrar within fifteen days in the prescribed manner. Section 117(3) requires a special resolution to be filed in MGT-14 within thirty days of being passed, and MGT-14 is the form through which the alteration is actually filed in practice.
| Provision | What it says | Practical effect |
|---|---|---|
| Section 14(2) | Alteration and printed altered articles filed with the Registrar within 15 days | The shorter statutory period for the alteration itself |
| Section 117(3) | Special resolution filed in MGT-14 within 30 days of being passed | The window the form and its additional fee are built around |
| Section 117(2) | Penalty on the company and on each officer in default for failure to file the resolution | Exposure where MGT-14 is missed |
| Section 15(1) | Every alteration must be noted in every copy of the articles | Continuing housekeeping obligation |
| Section 15(2) | Penalty of ₹1,000 for each copy issued without the alteration noted | Falls on the company and on every officer in default |
The safe course is to file within fifteen days of the resolution, which satisfies both provisions. We treat the fifteen-day period as the operative deadline rather than relying on the thirty-day MGT-14 window, and you should confirm the current position for any alteration where the timing is tight, because the interaction between the two sections is read differently by different practitioners.
Is government approval needed to alter the articles?
For an ordinary amendment, no. A special resolution and the filing are sufficient, and the Registrar registers the alteration. This is the sharpest practical difference from a memorandum amendment, where a name change needs Central Government approval and an inter-state office shift needs Regional Director confirmation.
The exception is conversion from a public company into a private company. Section 14 provides that such an alteration does not take effect except with the approval of the Tribunal, while the Companies (Incorporation) Rules require the application to be made to the Regional Director within sixty days of the special resolution. The approval authority has been moved administratively from the Tribunal to the Regional Director while the section text still refers to the Tribunal, so sources conflict — confirm the current filing authority before applying.
The approving authority can refuse where it is satisfied that the conversion would not be in the interests of the company, or is being made to contravene or avoid compliance with the Act, and objections from creditors or members are heard before the order is passed.
How does conversion between private and public work?
| Private to public | Public to private | |
|---|---|---|
| Trigger in Section 14 | Articles altered to remove the restrictions required of a private company | Articles altered to include those restrictions |
| Resolution | Special resolution | Special resolution |
| External approval | Not required | Required — approval of the prescribed authority before it takes effect |
| Application | None | Application within 60 days of the special resolution, with reasons and the effect on stakeholders |
| Effect of the alteration | The company ceases to be private from the date of the alteration | Takes effect only on the approval order |
| Grounds for refusal | Not applicable | Against the interests of the company, or to avoid compliance with the Act |
| Consequences | Heavier governance — board composition, meetings, disclosure | Lighter governance, exemptions available to private companies |
The first proviso to Section 14(1) has a sting in it: where a private company alters its articles so that they no longer contain the restrictions the Act requires of a private company, the company ceases to be a private company from the date of that alteration. It is not a change that waits for an approval, so it can be triggered accidentally by careless drafting of a transfer clause.
Conversion also changes the name, because the word "Private" is added or removed. That change rides on the conversion and does not need the separate Central Government approval a name change would ordinarily require.
What are entrenchment provisions in the articles?
An entrenchment provision makes a specified article harder to change than the ordinary special resolution standard — for example by requiring unanimity, or the affirmative vote of a named shareholder, or a higher majority, or the satisfaction of a stated condition. Section 5(3) expressly permits it.
- 1.In a private company, an entrenchment provision may be added or altered only by the agreement of all the members
- 2.In a public company, a special resolution is required
- 3.It may be included at incorporation, or added later by following the applicable route above
- 4.Notice of the entrenchment provision must be given to the Registrar in the prescribed manner
- 5.The provision cannot override the Act itself — it can only raise the bar within what the Act permits
Entrenchment is the right tool for protecting a founder’s reserved matters or a minority investor’s veto against a later majority. It is also the tool most often described loosely in a term sheet as "these clauses cannot be changed without our consent", which needs to be translated into a properly drafted entrenchment provision to actually work — and the unanimity requirement in a private company means it needs every member on board at the time it goes in.
What documents are required for an AOA amendment?
- Certified true copy of the board resolution approving the draft amended articles and calling the general meeting
- Notice of the general meeting with the explanatory statement under Section 102
- Certified true copy of the special resolution
- Printed copy of the altered articles, as adopted
- Minutes of the general meeting with the attendance record
- Shorter notice consent from members where the meeting was on shorter notice
- Written agreement of all members, where an entrenchment provision is being added in a private company
- Scrutiniser’s report where e-voting or a postal ballot was used
- Altered memorandum as well, where the same change touches the memorandum
- DSC of the authorised director or company secretary
Attach the complete altered articles rather than an amendment schedule. The Registrar is registering the articles as they now stand, and a filing that shows only the changed clauses leaves no clean current version on the record.
Can the articles override the Companies Act or the memorandum?
No. Section 6 gives the Act overriding effect: any provision in the memorandum, articles, an agreement or a resolution that is repugnant to the Act is void to the extent of the repugnance. And the articles are subordinate to the memorandum, so a clause in the articles that goes beyond what the memorandum permits is read down.
- Articles cannot remove a statutory right of a member, such as the right to receive notice of a meeting
- Articles cannot authorise an absolute prohibition on transfer of shares — only a restriction
- Articles cannot permit the board to do what the Act reserves to the shareholders
- Articles cannot reduce a statutory quorum or notice period below the Act’s minimum
- Articles cannot authorise a capital increase beyond the ceiling in the memorandum
- Articles can, however, impose requirements stricter than the Act — a higher quorum, a longer notice, a larger majority
The last line is the useful one. The articles are a one-way ratchet: you can make your own governance tighter than the statutory floor, never looser. Investor protections in articles work precisely because they raise the bar rather than lowering it.
What happens if the altered articles are not filed or not noted?
Two separate defaults arise. Failing to file the special resolution attracts the penalty under Section 117(2) on the company and on every officer in default, and leaves the alteration unregistered on the public record. Failing to note the alteration in the copies of the articles attracts the Section 15(2) penalty of ₹1,000 for each copy issued without the alteration.
- Alteration registered under Section 14(2) is valid as if it had been in the articles originally — unregistered, that comfort is absent
- A lender or investor relying on the unamended articles on the public record may act on the wrong terms
- A board acting under a power the record does not show invites a challenge to its decisions
- Penalty exposure on the company and on each officer in default under both Section 117 and Section 15
- An unregistered amendment is a standard diligence finding, and it is remediated late and under pressure
The noting obligation is continuing and it is cheap to comply with. Keep one consolidated, dated set of articles as the master copy, and never circulate an older version once an amendment is registered.
How is an AOA amendment different from an MOA amendment?
| Articles amendment | Memorandum amendment | |
|---|---|---|
| Section | Section 14 | Section 13, with Section 61 for the capital clause |
| What changes | Internal governance rules | The company’s identity, domicile, objects, liability or capital ceiling |
| Typical reasons | Funding round terms, share classes, transfer restrictions, board powers, borrowing limits | Rebrand, pivot into a new business, state shift, capital headroom |
| External approval | None, except conversion from public to private | Central Government for a name change; Regional Director for certain office shifts |
| Filing window | 15 days under Section 14(2); MGT-14 within 30 days under Section 117(3) | MGT-14 within 30 days, plus the clause-specific form |
| Stamp duty | None | Payable on a capital clause increase |
| Effect | Valid as if originally in the articles, once registered | Effective on registration, or on the fresh certificate where one is issued |
A single transaction often needs both. Removing a capital ceiling in the articles is a Section 14 amendment; raising the authorised capital in the memorandum is a Section 61 alteration notified in SH-7. They are separate resolutions, separate filings and a sequence that matters — the articles first.
What is changing in filings for altered articles?
MGT-14 runs as an MCA V3 webform with tighter validation on resolution type, date and attachments, and the altered articles are uploaded as a single complete document. Conversions between company classes have also moved onto the V3 forms, with the conversion application and the consequential name change handled together.
MCA’s draft Companies (Incorporation) Amendment Rules, 2026 propose consolidating incorporation, change and conversion forms into two comprehensive filings provisionally called E-CHNG and E-CON, with the conversion forms — including those used for conversion between private and public companies — falling into the second of the two. Ordinary alterations of articles filed through MGT-14 sit under the Management and Administration Rules and are not in the published consolidation list.
The draft was published for public comment and the circulating summaries describe the internal part-lettering inconsistently, so treat those references as provisional. Nothing is notified, and amendments today continue under Section 14 with MGT-14 as described above.
Why choose Arjun Filings for articles of association amendment?
Arjun Filings runs articles of association amendment as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.
- Specialist support for articles of association amendment
- Due-date calendar and penalty awareness
- Form review before DSC signing
- Status updates until acknowledgement