As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Introduction
What is AOA?
When AOA Amendment Required
Types of AOA Amendments
Documents Required
Amendment Process
Timeline & Compliance
Common Mistakes
FAQs
Amendment in the Articles of Association (AOA) is required
whenever a company modifies its internal rules, management structure,
share transfer conditions, or decision-making procedures.
Under the Companies Act, 2013, AOA can be altered only
with shareholder approval and mandatory filing with the Registrar of Companies (ROC).
What is Articles of Association (AOA)?
AOA is the internal rulebook of a company that governs how the company
operates and is managed.
Rules for appointment & powers of directors
Share issue, transfer & transmission
Voting rights & meeting procedures
Dividend declaration
Internal governance framework
When is AOA Amendment Required?
Change in share transfer or restriction clauses
Conversion of company (Private ↔ Public)
Change in director powers or board structure
Introduction of new classes of shares
Alignment with amended Companies Act provisions
Whenever MOA amendment impacts internal rules
Common Types of AOA Amendments
Type of Amendment
Applicable Section
Resolution Required
Change in Share Transfer Rules
Section 14
Special Resolution
Change in Director Powers
Section 14
Special Resolution
Private ↔ Public Company Conversion
Section 14
Special Resolution
Issue of Preference / Differential Shares
Section 43 / 47
Special Resolution
Mandatory Documents Required
Board Resolution approving AOA amendment
Notice of EGM with explanatory statement
Special Resolution passed by shareholders
Certified copy of resolution
Altered Articles of Association
Director’s Digital Signature Certificate (DSC)
ROC Forms Involved
MGT-14 – Filing of Special Resolution
INC-27 – Conversion of Private to Public (if applicable)
Incorrect or inconsistent AOA drafting is a common reason for ROC rejection.
Step-by-Step AOA Amendment Process
Convene Board Meeting
Approve draft amended AOA
Issue EGM notice
Pass Special Resolution
File MGT-14 with ROC within 30 days
ROC verification & approval
Timeline & ROC Compliance
Board & EGM process: 5–7 days
ROC filing & approval: 7–15 working days
Total Timeline: 10–20 working days (depending on amendment type)
Common Mistakes to Avoid
Mismatch between MOA and amended AOA
Late filing of MGT-14
Improper EGM notice drafting
Using outdated AOA formats
Frequently Asked Questions (FAQs)
Is shareholder approval mandatory? – Yes.
Can AOA be amended anytime? – Yes, subject to law.
Is ROC approval compulsory? – Yes.
Does MOA amendment require AOA amendment? – In most cases, yes.
As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Introduction
What is AOA?
When AOA Amendment Required
Types of AOA Amendments
Documents Required
Amendment Process
Timeline & Compliance
Common Mistakes
FAQs
Amendment in the Articles of Association (AOA) is required
whenever a company modifies its internal rules, management structure,
share transfer conditions, or decision-making procedures.
Under the Companies Act, 2013, AOA can be altered only
with shareholder approval and mandatory filing with the Registrar of Companies (ROC).
What is Articles of Association (AOA)?
AOA is the internal rulebook of a company that governs how the company
operates and is managed.
Rules for appointment & powers of directors
Share issue, transfer & transmission
Voting rights & meeting procedures
Dividend declaration
Internal governance framework
When is AOA Amendment Required?
Change in share transfer or restriction clauses
Conversion of company (Private ↔ Public)
Change in director powers or board structure
Introduction of new classes of shares
Alignment with amended Companies Act provisions
Whenever MOA amendment impacts internal rules
Common Types of AOA Amendments
Type of Amendment
Applicable Section
Resolution Required
Change in Share Transfer Rules
Section 14
Special Resolution
Change in Director Powers
Section 14
Special Resolution
Private ↔ Public Company Conversion
Section 14
Special Resolution
Issue of Preference / Differential Shares
Section 43 / 47
Special Resolution
Mandatory Documents Required
Board Resolution approving AOA amendment
Notice of EGM with explanatory statement
Special Resolution passed by shareholders
Certified copy of resolution
Altered Articles of Association
Director’s Digital Signature Certificate (DSC)
ROC Forms Involved
MGT-14 – Filing of Special Resolution
INC-27 – Conversion of Private to Public (if applicable)
Incorrect or inconsistent AOA drafting is a common reason for ROC rejection.
Step-by-Step AOA Amendment Process
Convene Board Meeting
Approve draft amended AOA
Issue EGM notice
Pass Special Resolution
File MGT-14 with ROC within 30 days
ROC verification & approval
Timeline & ROC Compliance
Board & EGM process: 5–7 days
ROC filing & approval: 7–15 working days
Total Timeline: 10–20 working days (depending on amendment type)
Common Mistakes to Avoid
Mismatch between MOA and amended AOA
Late filing of MGT-14
Improper EGM notice drafting
Using outdated AOA formats
Frequently Asked Questions (FAQs)
Is shareholder approval mandatory? – Yes.
Can AOA be amended anytime? – Yes, subject to law.
Is ROC approval compulsory? – Yes.
Does MOA amendment require AOA amendment? – In most cases, yes.
