Company AOA Change
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What is Shares Allotment
The Articles of Association (AOA) is a company’s internal rulebook. It defines:
- How the company operates
- The roles & responsibilities of directors
- Shareholder rights
- Rules on share transfers, voting, and decision-making
If a company needs to change its structure, management rules, or operations, it must modify its AOA. This process requires board approval, shareholder approval, and filing with the MCA (Ministry of Corporate Affairs).
Why Does a Company Need to Change AOA
A company may need to update its AOA due to
Example: A startup raising foreign investment needs to modify its AOA to comply with FEMA and RBI rules.
Process to Change AOA
Changing a company’s AOA requires board and shareholder approval and filing necessary forms with the MCA (Ministry of Corporate Affairs).
- The Board of Directors must pass a resolution to approve AOA changes
- The board must decide the date for an Extraordinary General Meeting (EGM)
- A notice must be sent to all shareholders at least 21 days before the EGM
- The notice should include:
- The proposed changes to the AOA
- The reason for changes
- The date, time, and venue of the EGM
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- The shareholders must pass a Special Resolution (SR)
- At least 75% of the shareholders must approve the change
- The company must file Form MGT-14 within 30 days of passing the resolution
- Attach the required documents:
- Certified copy of the special resolution
- Revised AOA
- Board resolution and meeting minutes
- The ROC reviews the application and updates the company’s records
- Once approved, the new AOA is legally effective
Example: A company converting from a private limited to a public limited company must remove share transfer restrictions from its AOA.
Documents Required to Change AOA
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Tip: Keep all documents well-organized to avoid delays in MCA approval.
Compliance & Legal Requirements
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Example: A company increasing its authorized share capital must amend its AOA and file Form SH-7 in addition to MGT-14.
Common Changes Made in AOA
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Example: A company issuing Employee Stock Options (ESOPs) must modify its AOA to include ESOP-related clauses.
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Frequently Asked Questions
How long does it take to amend the AOA?
The process takes 15-30 days, depending on ROC approvals.
What is the penalty for late filing of MGT-14?
Delayed filing attracts a penalty of ₹100 per day, with additional penalties for non-compliance.
Can a private company convert into a public company by changing its AOA?
Yes, but it must also amend its MOA and file necessary forms with the ROC.
Do I need shareholder approval to change the AOA?
Yes, a special resolution (75% majority) in an EGM is required.
Can a company add new shareholding rights in its AOA?
Yes, but it must comply with Companies Act, SEBI, and FEMA guidelines (if foreign investors are involved).