AOA-amendment


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Articles of Association (AOA) Amendment – Expert Legal Assistance by Nd Salva

The Articles of Association (AOA) are the core regulatory framework that governs a company’s internal operations, management rules, and shareholder rights. As companies evolve, they often need to amend their AOA to align with strategic shifts, legal compliance, or structural changes.

At Nd Salva, we offer comprehensive AOA amendment services designed to ensure your internal governance documents stay compliant, updated, and reflective of your company’s objectives.

What are Articles of Association (AOA)?

The AOA is a key legal document that outlines the internal rules and procedures of a company. It acts as a guide for the company’s governance, shareholder relations, and operational conduct.

AOA typically includes:

Director Roles – Appointment, powers, and removal of directors
Shareholder Rights – Voting, dividend, and share transfer rights
Board & General Meetings – Rules on scheduling, quorum, and decision-making
Profit Distribution – Guidelines for sharing profits among shareholders
Borrowing Powers – How and when a company may raise funds
Company Seal – Regulation around usage, if applicable
Amendments – Procedure for altering the AOA
Winding Up – Rules for dissolving the company and asset distribution

What is an AOA Amendment?

An AOA amendment involves changing one or more of the company’s existing articles to update internal policies, reflect business changes, or meet compliance requirements under the Companies Act, 2013.

When Should a Company Amend its AOA?

You may need to amend your AOA in scenarios such as:

Conversion of Private Company to Public Company
Conversion of Public Company to Private Company
Change in Business Objectives or Activities
Alteration in Share Capital Structure
Introduction of New Share Classes or Rights
Change in Company Name
Relocation of Registered Office
Change in Board Structure or Director Powers
Compliance with Regulatory Updates
Inclusion of Entrenchment Provisions
Any Changes Requiring Shareholder Special Resolution

Key Legal Requirements for AOA Amendment

Must align with the Companies Act, 2013
Compliant with the company’s Memorandum of Association (MOA)
Requires approval via Special Resolution
Any entrenchment provisions must be approved by all members (private company) or a supermajority (public company)
Amendments must be recorded in Form MGT-14 and filed with the Registrar of Companies (RoC) within 30 days

Step-by-Step Process for AOA Amendment

Step 1: Hold Board Meeting

Draft and issue notice to all directors (minimum 7 days’ notice)
Pass a Board Resolution approving the proposed AOA changes
Schedule a General Meeting and approve the draft notice with explanatory statements (as per Section 102)

Step 2: Conduct General Meeting

Send notice to shareholders and key stakeholders at least 21 days before the meeting
Pass a Special Resolution to approve the AOA amendment
Share meeting proceedings with Stock Exchange (if applicable) and publish them on the company website
Record and sign meeting minutes

Step 3: File Form MGT-14 with RoC

File Form MGT-14 within 30 days of passing the Special Resolution
Attach required documents:
- Certified true copy of the resolution and explanatory statement
- Amended AOA
- General meeting notice and attendance sheet
- Shorter notice consent (if applicable)

Note: Stamp duty is not applicable on AOA amendments; it is only required at the time of company incorporation.

Step 4: Update Company Records

Once approved by the RoC, update the AOA in all official records and share the changes with stakeholders
The revised AOA carries equal legal authority as the original document

Important Compliance Considerations

Entrenchment Provisions: Hard-to-change clauses need unanimous or special shareholder consent
Company Type Change: Public to private (or vice versa) requires Tribunal and shareholder approval
General Meeting Rules: Must follow Secretarial Standards (SS-1 & SS-2)
Consistency Across Copies: All physical/digital copies of the AOA must reflect amendments (per Section 15)

Why Choose Nd Salva for AOA Amendment?

With our in-depth legal expertise and proven experience, Nd Salva simplifies the entire AOA amendment process for you.

We Offer:

Expert drafting of resolutions and explanatory notes
Legal vetting for compliance with the Companies Act
Timely filing of MGT-14 and other required forms
End-to-end documentation and regulatory liaison
Transparent pricing and efficient turnaround

Get Started with Your AOA Amendment Today

Whether you’re expanding, restructuring, or staying compliant with regulatory changes, trust Nd Salva to manage your AOA amendments efficiently and professionally.

Contact us today to speak with our experts and ensure a seamless amendment process