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Common Cases for AOA Amendment

Situations where companies typically need to modify their Articles of Association.

Name & Share Capital Changes

Change in Company Name: When the company changes its registered name, the AOA must reflect the new approved name.

Alteration of Share Capital: To increase, decrease, subdivide, consolidate, or reclassify the share capital of the company.

Change in Dividend / Profit Rules: Modifying provisions related to dividend declaration or profit distribution among shareholders.

Governance & Rights Structuring

Changes in Voting Rights: Modifying voting rights of shareholders or specific classes of shares (equity, preference, etc.).

Board Composition Changes: Updating structure, powers, or roles of directors and key managerial personnel.

Internal Governance Changes: Amending rules related to meetings, quorum, notice periods, and decision-making procedures.

Business Expansion & Restructuring

Add / Remove Business Objectives: Updating, expanding, or deleting main and ancillary objects of the company.

Restrictions on Transfer of Shares: Changing clauses for transfer, transmission, or buyback of shares.

Mergers, Amalgamations & Demergers: Amending AOA to facilitate restructuring, joint ventures, or strategic business combinations.

Adoption of New Compliance: Aligning AOA with new laws, SEBI regulations, or amendments in the Companies Act.

Select Packages

AOA AMENDMENT

₹ 3,998.00

  • InvenixReview of Existing AOA
  • InvenixDrafting of Board Resolution
  • Invenix Drafting of Special Resolution
  • InvenixDrafting of Revised AOA
  • InvenixPreparation of Required Declarations
  • InvenixFiling of **MGT-14** with MCA
  • InvenixHandling Resubmissions (if any)
  • Invenix MCA Acknowledgment & Status Tracking
  • InvenixChat + Call Support
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AOA Amendment Process with Invenix India

Your AOA modification journey broken down into clear, compliant steps.

1

Board Meeting: Convene a board meeting to approve the proposal for amending the Articles of Association and authorize filing with MCA.

2

Drafting the Amendment: Prepare the amended clauses of the AOA, clearly highlighting the changes to be made.

3

Shareholder Approval: Call a general meeting or pass a special resolution where shareholders approve the amendment as per the Companies Act, 2013.

4

Filing with MCA: File the amendment with MCA using the prescribed forms, along with the special resolution and supporting documents.

5

Payment of Fees: Pay the required filing fees to MCA based on the authorized share capital and the nature of the amendment.

6

MCA Acknowledgment: Receive acknowledgment from MCA confirming acceptance of the amendment and track its reflection in company master data.

7

Post-Filing Support: Invenix India assists in responding to any MCA queries or corrections, ensuring that the amendment is legally valid and fully compliant.

Frequently Asked Questions – AOA Amendment

An AOA Amendment is the process of modifying a company’s Articles of Association to update its rules, objectives, share structure, or internal governance provisions.
The Board of Directors or shareholders can propose amendments as per the Companies Act, 2013 and the existing AOA provisions.
AOA amendment is required to comply with new regulations, update business objectives, change share capital, modify governance rules, adjust voting rights, or facilitate restructuring such as mergers or demergers.
Primarily Section 14 and related provisions of the Companies Act, 2013 govern alteration of Articles of Association.
Yes, a special resolution of the shareholders is mandatory for any AOA amendment.
The process includes board approval, drafting the amendment, obtaining shareholder approval via special resolution, and filing the amendment with MCA along with required documents and fees.
AOA amendments are generally filed through prescribed MCA forms along with the special resolution (such as forms linked with Section 14). The exact form may vary depending on the type of amendment and current MCA requirements.
Yes, both private and public limited companies can amend their AOA as per statutory provisions of the Companies Act, 2013.
Filing should be done promptly after shareholder approval to ensure legal validity and avoid any non-compliance.
Yes, MCA charges filing fees based on the company’s authorized share capital and the nature of the amendment.
Yes, multiple changes can be incorporated in a single amendment, subject to proper drafting and shareholder approval through a special resolution.
Yes, if the amendment is not in compliance with the Companies Act, not properly approved, or is oppressive/prejudicial, it may be challenged legally.
Yes, Invenix India assists with drafting amended clauses, preparing board and shareholder resolutions, and filing all documents with MCA.
Board resolution, special resolution of shareholders, draft of amended AOA, explanatory statement, and any supporting attachments as required by MCA.
Typically, filing and MCA acknowledgment take a few working days, depending on document readiness and MCA processing time.
Yes, a valid Digital Signature Certificate (DSC) of an authorized director or company secretary is generally required for e-filing with MCA.
Yes, amendments are often made to facilitate mergers, demergers, capital restructuring, joint ventures, and other strategic corporate actions.
Yes, once approved, the amended AOA details are reflected in the company’s public records available on the MCA portal.
Yes, failure to file AOA amendments or non-compliance with statutory procedures can attract monetary penalties and legal consequences under the Companies Act.
Professional services ensure timely compliance, error-free drafting, proper filing, reduced risk of MCA rejections, and legal protection for the company and its directors.