Articles of Association Amendment
Update the internal rules governing your company — share rights, board powers or transfer restrictions.
The articles of association are the internal rulebook of a company — how the board operates, how shares may be issued and transferred, what rights attach to them, and how decisions are taken. They bind the company and its members to each other.
Amending them requires a special resolution of the shareholders and a filing with the Registrar. Unlike the memorandum, most articles amendments need no external approval, which makes this one of the more straightforward corporate changes.
What this costs
Basic
₹7,504 plus GST
- Filed with the Registrar, with the amended articles handed to you
When articles need amending
- An investment round introducing preference shares, anti-dilution or liquidation preference
- Adding pre-emption rights, tag-along or drag-along provisions
- Changing the maximum number of directors, or creating a nominee director right
- Introducing an employee stock option plan
- Adopting the borrowing power the company needs
- Converting from a private to a public company or the reverse
- Replacing outdated articles adopted under the previous Companies Act
The shareholders agreement problem
Investors typically negotiate a shareholders agreement first, and then require its terms to be written into the articles. That step is not optional in substance — a term that sits only in the agreement binds the parties to it, but the company itself is bound by its articles.
Where the two conflict, the articles generally prevail as against the company. Terms an investor actually intends to enforce against the company — consent rights, transfer restrictions, board composition — need to be in the articles, not merely in the side agreement.
Entrenchment
The Act permits specified provisions to be entrenched, meaning they can only be altered by conditions more restrictive than a special resolution — unanimity, for instance.
It is used to protect minority positions that a three-quarters majority could otherwise remove. Entrenchment must itself be provided for at incorporation or by unanimous agreement of all members, and it must be notified to the Registrar.
The procedure
- Board meeting to approve the amendment and call the general meeting
- Notice of the general meeting with an explanatory statement setting out the change
- Special resolution passed by three-fourths of members voting
- Form MGT-14 filed within thirty days with the resolution and amended articles
- The amended articles kept at the registered office and issued to members on request
How we handle it
- 1 Reviewing the existing articles We read what you currently have, since many companies still operate on articles adopted under the previous Act that do not accommodate modern terms.
- 2 Drafting the amendment The altered provisions are drafted, and where an investment is driving it, checked against the shareholders agreement for consistency.
- 3 Board approval The board approves the amendment and calls the general meeting on proper notice.
- 4 Shareholder approval The special resolution is passed at the general meeting and the minutes recorded.
- 5 Filing MGT-14 The resolution and amended articles are filed with the Registrar within thirty days.
- 6 Records updated The amended articles are placed at the registered office and provided to members.
Frequently asked questions
What resolution is required?
A special resolution, passed by at least three-fourths of members voting. An ordinary resolution is not sufficient to alter articles.
Do we need approval from anyone else?
Generally no. Unlike some memorandum amendments, altering articles usually requires only the special resolution and the filing, with no Regional Director or central government approval.
Why must investor terms go into the articles?
Because the company is bound by its articles. A term sitting only in a shareholders agreement binds the parties to that agreement, and where the two conflict the articles generally prevail as against the company.
What is entrenchment?
A provision that can only be altered on conditions more restrictive than a special resolution, such as unanimity. It protects minority positions and must be provided for at incorporation or agreed unanimously.
Our articles are from the old Act. Should we replace them?
Usually yes. Articles drafted under the previous Companies Act often do not accommodate current requirements or modern investment terms, and adopting a fresh set is cleaner than repeated patching.
What is not included. Government fees, statutory charges, stamp duty, court and registry fees, digital signature costs and any third-party professional charges are separate and payable at actuals. GST applies on professional fees where indicated. Prices shown are indicative and may change without notice; we confirm the total in writing before any work begins — see our terms on pricing.
Talk to us about Articles of Association Amendment
Share your requirement and our team will confirm the documents needed, the exact charges and a realistic timeline — usually the same working day.
- Expert document checking before submission
- Regular status updates on WhatsApp
- Transparent professional charges
- Assistance in Marathi & English
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