PROCEDURE FOR CHANGE IN AOA OF THE COMPANY
As per Section 14 of the Companies Act, 2013 if any company wants to alter its article of association then company has to take approval of shareholders. Company has to take approval of members by passing special resolution for making alteration in articles of the company.
Procedure for altering the articles of the company has been prescribed below-:
1. First Company has to hold board meeting for authorizing directors to call extraordinary general meeting where approvals from members can be taken for altering the articles. As per Section 173 of the Companies Act, 2013 for holding the board meeting company has to give notice (along with agenda) to all the directors atleast 7 days before the board meeting. Notice of meeting is required to be send to all the director at the address given by the directors for their communication and it can be send either by hand delivery, registered post or through e-mail.
2. Then hold board meeting. At the board meeting the given resolution must be passed-
a. Get approval from the board to alter articles and recommend the proposal for members consideration by way of Special resolution.
b. Fix date, time, venue of the EGM and authorize the directors to call the EGM.
3. After the board meeting send noticeS calling the EGM to all the members and directors of the company and the notice has to be send atleast 21 days before the meeting as per Section 101 of Companies Act, 2013. Along with the notice proxy forms are also attached and shareholder can appoint a proxy to attend the EGM on their behalf. If a shareholder appoints a proxy then he has to lodge the proxy form with the company atleast 48 hours before the meeting. Form MGT-11 has been specified as a standard format for proxy form pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014.
4. Then hold the EGM and pass a resolution for making alteration in the articles of association of the company.
5. Within 30 days of passing the special resolution company has to intimate the roc in this regard and company has to file form mgt-14 with roc along with the requisite fees.
6. The Registrar shall after due verification register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.