Change of Articles of Association (AoA) — Process, Cost (2026)
Change of Articles of Association (AoA) — Special Resolution, MGT-14, common amendments. From ₹4,999, 15-30 days.
Articles of Association (AoA) defines the internal rules of a company — share transfer, board meetings, voting rights, etc. In this guide, we cover the process of changing AoA, common amendments, and cost.
What is AoA?
AoA (Articles of Association) is the second constitutional document of a company (after MoA). It defines the internal rules: share transfer, share class, board meetings, voting rights, dividend, accounts, audit, winding up. Governed by the Companies Act, 2013.
Common Amendments to AoA
- Change in share transfer restrictions
- Add a new class of shares (preference shares, CCPS)
- Change in voting rights
- Change in board composition (e.g., add independent director)
- Change in quorum requirements
- Change in dividend distribution
- Change in director appointment / remuneration
- Add drag-along + tag-along clauses
- Add anti-dilution provisions
- Change in reserved matters (shareholder approval)
Process of Changing AoA
Step 1: Draft Amendments
Draft the new clauses. CA + legal review for consistency with Companies Act + shareholder agreement (if any).
Step 2: Board Resolution
Board passes a resolution approving the new AoA + convening of EGM.
Step 3: EGM + Special Resolution
Convene EGM. Pass Special Resolution (75% majority) approving the amended AoA.
Step 4: File MGT-14
File Form MGT-14 (resolution) with the ROC within 30 days of EGM. Attach amended AoA.
Step 5: ROC Filing
File the amended AoA with the ROC. Pay ROC fees + stamp duty (state-wise).
Timeline
| Step | Timeline |
|---|---|
| Drafting amendments | 1-3 days |
| Board + EGM resolution | 7-14 days |
| MGT-14 filing | 7-10 days |
| ROC filing + approval | 15-30 days |
| Total | 20-45 days |
Cost
| Item | Cost |
|---|---|
| Government fees (MGT-14 + ROC) | ₹2,000-₹5,000 |
| Stamp duty (state-wise) | Varies |
| Our service fee | From ₹4,999 |
| Total | From ₹6,999 |
Penalty for Non-Compliance
- MGT-14 late filing: ₹300/day (Pvt Ltd)
- Operating beyond AoA: ultra vires acts are void
- Failure to file amended AoA: ₹500/day + ₹1,000 fine
Frequently Asked Questions
Q: How long does AoA amendment take?
A: 15-30 days typically. Can be faster (7-15 days) for simple amendments.
Q: Can I change AoA without a Special Resolution?
A: For most amendments: no. AoA changes typically require a Special Resolution (75% majority at EGM).
Q: Should I change MoA + AoA together?
A: Sometimes. If both need to be amended, you can do it in the same EGM (single Special Resolution for both).
Q: Do I need to inform banks / regulators?
A: Yes, especially for changes affecting: share transfer, board composition, dividend. Inform relevant stakeholders (banks, FSSAI, GST, etc.) within 30 days.