Overview
The Articles of Association (AoA) is the internal rulebook of a company. It dictates how shares are transferred, how directors are appointed, and the specific rights of shareholders. When a company brings in institutional investors (like VCs), the investors will demand that their specific rights (such as Veto Rights, Anti-Dilution clauses, or Right of First Refusal) be legally embedded into the AoA. Modifying these internal rules requires passing a Special Resolution (75% majority) and filing Form MGT-14 with the Registrar of Companies.
What is Included in Our Package
Detailed compliance and filing scope managed by JRC corporate experts.
Documents Required to Start
Upload digital files during onboarding. No physical submissions needed.
Current Documents
- Existing Memorandum and Articles of Association
- Shareholders Agreement (SHA) or Term Sheet (if the amendment is for an investment round)
- DSC of the Authorized Director
Step-by-Step Amendment Timeline
Our step-by-step advisory workflow.
Step 1: Drafting the Clauses
Our corporate lawyers draft the new articles, ensuring they do not conflict with the MoA or the overriding Companies Act.
Step 2: Special Resolution
An EGM is held where the shareholders pass a Special Resolution adopting the new set of Articles.
Step 3: Filing MGT-14
We file Form MGT-14 with the MCA within 30 days of the EGM, attaching the altered AoA and the resolutions.
Step 4: MCA Approval
Upon successful processing by the ROC, the amended AoA becomes the legally binding internal constitution of the company.
Key Advantages of AoA Amendment
A strong AoA prevents internal disputes and secures investor trust.
Formalize Investor Agreements
A Shareholders Agreement (SHA) is only fully enforceable against the company if its clauses are explicitly incorporated into the AoA.
Control Share Transfers
Founders can amend the AoA to include strict Right of First Refusal (ROFR) or Lock-in clauses to prevent shares from being sold to competitors.
Ensure Legal Compliance
Over time, older companies must amend their AoA to align with the new provisions of the Companies Act, 2013, removing obsolete clauses.
Frequently Asked Questions
Helpful answers to common regulatory inquiries.
Can the AoA override the Companies Act?▼
No. Any clause in the AoA that contradicts the provisions of the Companies Act, 2013 is considered ultra vires and is legally void.
What happens if we sign a Shareholders Agreement but don’t amend the AoA?▼
If there is a conflict between the SHA and the AoA, Indian courts generally hold that the AoA prevails regarding the company's actions. Therefore, amending the AoA to reflect the SHA is crucial.
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