CS Professional – ADVANCE COMPANY LAW ARTICLE OF ASSOCIATION

Article of association defines the scope of an organization. Articleof association is originally framed or borrowed from TABLE F to TABLE J.

Private companies can adopt TABLE F with or without modification or exclusion of all or some of the provisions contained in TABLE F. Private companies have following 2 options:-

• Adopt the entire TABLE F as its AOA
• Adopt only a few provisions of TABLE F

ARTICLES may contain provisions for entrenchment shall give notice to the registrar in form no. INC-32 OR INC-7 and after that subsequently with the unanimous consent and file a special Resolution within MGT 14.

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PROCEDURE FOR ALTERATION OF AOA

1. Hold a board meeting and then consider and approve the proposal of altering the article of association.
2. After getting approval in board meeting day, date, time and venue of the general meeting where a special resolution is being passed.
3. Convene a meeting and pass a special resolution
4. File MGT 14 to the registrar of companies within a period of 30 days from the date of passing the special resolution

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MEMORANDUM OF ASSOCIATION

ALTERATION OF NAME CLAUSE

If a company wants to change its name voluntary it has two conditions:-

• If a company want to change the entire name, it will pass a special resolution and take CG approval in form INC 24  and MGT 14  to ROC for SR
• If any ADDITION/DELETION of word private, they have to pass a special resolution and NO CG  approval and MGT 14 to ROC

After getting the name changed, it shall within a period of 15 days from the name change; it has to give notice to the registrar

ALTERATION OF OFFICE CLAUSE

• In case,the registered office is being shifted within the same city/town, board resolution is required and Form no. INC 22 to be filled with ROC within 15 days
• In case,the registered office is being shifted from one city/town to another city/town but within the same state, MGT 14 AND INC 22 to be filled with ROC
• In case,the registered office is being shifted from one city/town to another city/town within the same state but under different jurisdiction of ROC, bypassing SR and have to take regional director approval in Form no. INC 23 and file MGT 14 AND INC 22 to ROC
• In case,the registered office is being shifted from one state to another, regional director approval should be taken in FORM NO. INC 23 and file MGT 14 and INC 22 to roc

ALTERATION OF OBJECT CLAUSE

• Special resolution should be passed through postal ballot
• Detail of such resolution shall be publish in the newspaper, one in English and one in vernacular language and also on a company website
• MGT 14  shall be filled to ROC
• Exit opportunity should be given to shareholders

ALTERATION OF CAPITAL CLAUSE

• Alteration should be authorized by article of association
• Ordinary resolution is being passed and if article required special resolution then special resolution should be passed
• FORM NO. SH7 should be submitted to ROC.

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