Change of Articles of Association (AoA) — Process, Cost (2026)
Change of Articles of Association (AoA) — Special Resolution, MGT-14, common amendments. From ₹4,499, 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 Registration
The MGT-14 filing (with the altered AoA attached) is the ROC filing; the ROC records the alteration and no separate approval is needed. The exception is an alteration that converts a public company into a private company, which also needs the ROC's approval on Form INC-27 (Section 14). Pay stamp duty on the altered articles where the state levies it.
Timeline
| Step | Timeline |
|---|---|
| Drafting amendments | 1-3 days |
| Board + EGM resolution | 7-14 days |
| MGT-14 filing | 7-10 days |
| ROC processing of MGT-14 | 15-30 days |
| Total | 20-45 days |
Cost
| Item | Cost |
|---|---|
| Government fee (MGT-14) | ₹200-₹600 by authorised capital, plus additional fees if late |
| Stamp duty (state-wise) | Varies |
| Our service fee | From ₹4,499 |
| Total | From ₹4,499 + government fees and stamp duty |
Penalty for Non-Compliance
- MGT-14 late filing: additional fee of 2 to 12 times the normal fee depending on the delay, plus penalty under Section 117(2) (company ₹10,000 + ₹100 a day, up to ₹2 lakh; officers up to ₹50,000)
- Acts beyond the AoA but within the MoA are irregular and can be ratified by members; acts beyond the MoA objects are void
- Issuing copies of the AoA without the alteration: penalty of ₹1,000 per copy on the company and every officer in default (Section 15)
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: Usually, yes, though there is no single statutory deadline. Banks and lenders whose sanction terms refer to the articles, and investors under a shareholders' agreement, should get the altered AoA promptly; registrations such as GST or FSSAI need updating only where the change affects details recorded with them.
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