What is AOA Amendment?
The Articles of Association (AOA) is the internal governance document of a company that outlines rules, regulations, and guidelines for its internal management — covering director roles, shareholder rights, meeting procedures, and profit distribution. An AOA Amendment is the formal process of modifying these internal rules as the company's needs evolve.
AOA amendments are governed by Section 14 of the Companies Act, 2013 and require a Special Resolution passed by shareholders. Form MGT-14 must be filed with the ROC within 30 days of passing the resolution.
When is AOA Amendment Required?
| Scenario | AOA Change Required |
|---|
| Converting private company to public company | Yes — alter member restrictions |
| Increasing or decreasing share capital | Yes — update capital clause |
| Changing company name | Yes — reflect new name |
| Modifying director appointment/removal rules | Yes — update management clauses |
| Altering share classes or dividend rights | Yes — update share rights |
| Adding new governance provisions | Yes — update procedures |
| Compliance with new regulatory requirements | Yes — adopt new provisions |
Key Legal Requirements
- Changes must be consistent with the Companies Act, 2013
- Must not contradict the company's Memorandum of Association (MOA)
- Requires Special Resolution — 75% majority of members present and voting
- Form MGT-14 must be filed within 30 days of the special resolution
- Revised AOA must be uploaded as an attachment to Form MGT-14
Timeline
| Activity | Timeline |
|---|
| Board Meeting Notice | 7 days before meeting |
| General Meeting Notice | 21 days before meeting (or shorter with consent) |
| Form MGT-14 Filing | Within 30 days of special resolution |
| Board Meeting Minutes | Circulated within 15 days of meeting |
