Amendment of Articles of Association

The Articles of Association (“AoA”) of a company are its rules, regulations and bye-laws governing the general administration and internal affairs of the company.

As per Section 2(5) of the Companies Act, 2013, Articles mean the Articles of Association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of the Companies Act, 2013.

Nykaa’s parent co. was recently in the news because institutional investors rejects a resolution to alter its Articles of Association to give special rights to the promoters to nominate one-third of the directors and the chairperson of the board, irrespective of their shareholding.

This post is only a primer to understand the procedure to amend the AoA as per the Companies Act, 2013. Subject to appropriate notices being given,

1. First convene a meeting of the Board of Directors and the Board must pass a resolution;

2. Next, pass a special resolution in favour of the amendment in an Extraordinary General Meeting attended by the members, directors and auditor of the company;

3. Lastly, file Form MGT-14 along with the required documents with the Registrar within 30 days of passing the special resolution.

This post has been authored by Jiya Gupta, currently a second year law student at Government Law College, Mumbai.