Expert Legal Assistance for AOA Amendments
The Articles of Association (AOA) define the internal governance, operational rules, and shareholder rights of a company.
As businesses grow and evolve, amendments to the AOA become essential to stay compliant, restructure operations, or reflect
strategic policy changes. Nd Salva provides end-to-end AOA amendment services with full legal precision.
What Are Articles of Association (AOA)?
The AOA forms the foundation of a company’s internal rules and governance. It regulates:
- Director appointment, powers, and removal
- Shareholder rights and voting powers
- Board and general meeting procedures
- Profit distribution & dividend rules
- Share transfer restrictions
- Borrowing powers
- Company seal usage (if applicable)
- Winding-up procedures
What is an AOA Amendment?
An AOA amendment involves modifying existing rules to reflect updated business objectives, legal compliance, structural changes,
or newly adopted governance standards. These amendments must comply with the Companies Act, 2013 and require shareholder approval.
When Should a Company Amend Its AOA?
- Conversion from Private to Public company or vice versa
- Change in business activities or objectives
- Alteration in share capital structure
- Introduction of new share classes/rights
- Change of company name
- Relocation of registered office
- Change in director powers or board structure
- Regulatory compliance requirements
- Addition of entrenchment provisions
- Any amendment requiring a Special Resolution
Legal Requirements for AOA Amendment
- Must comply with Companies Act, 2013
- Must align with Memorandum of Association (MOA)
- Requires passing of Special Resolution by shareholders
- Entrenchment clauses require full member consent
- Form MGT-14 must be filed within 30 days of resolution
Step-by-Step AOA Amendment Process
1. Board Meeting
Draft resolutions, approve proposed amendments, and call a General Meeting.
2. General Meeting
Shareholders pass a Special Resolution approving the AOA amendment.
3. MGT-14 Filing
Submit resolution, amended AOA, and meeting documents to the RoC.
4. Update Records
Update all statutory registers, digital records, and notify stakeholders.
Important Compliance Considerations
- Entrenchment provisions need unanimous/special approvals
- Conversion to/from public company may require Tribunal approval
- Meetings must comply with Secretarial Standards (SS-1 & SS-2)
- All copies of AOA must reflect updated amendments
Why Choose Nd Salva for AOA Amendment?
- Expert drafting of resolutions and explanatory statements
- Full legal vetting and compliance with Companies Act
- Timely preparation and filing of MGT-14
- End-to-end documentation and coordination with RoC
- Transparent pricing and fast turnaround