Section 31 of the Companies Act, 2013
Section 31 of the Companies Act, 2013 – Alteration of Articles
📘 Provision Summary:
Section 31 of the Companies Act, 2013 allows a company to alter its Articles of Association (AOA) by passing a special resolution, subject to the provisions of the Act and the conditions of the company’s memorandum.
🧾 Key Provisions:
Power to Alter Articles:
A company may alter its articles by passing a special resolution.
Restriction for Conversion:
If a private company wants to convert into a public company, or vice versa, it must alter its articles accordingly and comply with other provisions of the Act related to such conversions.
Filing with ROC:
Every alteration of the articles must be filed with the Registrar of Companies (ROC) in Form MGT-14, along with the prescribed fee.
Effect of Alteration:
Once altered, the new articles will have the same force as the original articles.
🧠 Important Notes:
The special resolution must be passed in a general meeting or via postal ballot.
Tribunal approval is not needed unless required under other specific sections (e.g., for conversion under certain conditions).
The alteration must not be inconsistent with the Companies Act or the Memorandum of Association (MOA).
RELATED Blog
0 comments