Special Resolution for Alteration of Articles of Association (AOA)

In accordance with the provisions prescribed under section 14 of the Companies Act, 2013, in order to alter the articles of association of a company, the company will have to obtain the approval of the members/shareholders by a special resolution passed in a general meeting. And, essentially, the Board of Directors approval is required before that.

The alteration of articles has to be intimated to the Registrar of Companies (RoC) in Form MGT-14 wherein a copy of the board resolution, a copy of the special resolution along with explanatory statement and a copy of the altered articles have to be filed within due date. 

Template of special resolution for alteration of articles is as follows—

SAMPLE

#. Alterations in the Articles of Association of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 ("the Act") and any other applicable provisions of the Act and rules framed thereunder, including any modification(s) thereto or re-enactment(s) thereof for the time being force, the consent of the members of the company hereby accorded for the substitution of the existing Article ... of the Articles of Association of the company, with the amended provisions as provided hereunder:

Article No.	Existing Provisions	Proposed Provisions
….- Provisions to which Managing Director will be subject to	A Managing Director, subject to the provisions of Article …, shall not while he continues to hold that office be subject to retirement by rotation and he shall not be taken into account in determining the rotation of retirement of Directors or the number of Directors to retire but he shall, subject to the terms of any contract between him and the company, be subject to the same provisions as to resignation and removal as the Directors of the company, and if he ceases to hold the office of Directors from any cause shall ipso facto and immediately cease to be Managing director.	Subject to the provisions of the Act and of these Articles, a Managing Director or a Whole Time Director shall, while he continues to hold that office, be subject to retirement by rotation as may be determined by the Board and Members to the extent as may be required, under the Act or these Articles and he shall be taken into account in determining the rotation of Directors or the number of Directors to retire. He shall, subject to the terms of any contract between him and the company, be subject to the same provisions as to resignation and removal as the other Directors of the Company, and if he ceases to hold the office of Director for any cause, he shall ipso facto immediately cease to be Managing Director.

FURTHER RESOLVED THAT the Board of Directors of the company, including a Committee thereof, be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary or incidental to give effect to the foregoing resolution.”

Explanatory Statement annexed to the notice pursuant to section 102(1) of the Companies Act, 2013:

The following explanatory statements set out all material facts relating to the Special Business set out at Item No. ... of the accompanying Notice dated ...................

The shareholders of the company, at their annual general meeting held on ..........., had approved adoption of new sets of Articles of Association of the company to align it with the provisions of the Companies Act, 2013 including rules framed thereunder.

The Board of Directors proposes for an amendment in the existing Article .... of Articles of Association of the company, keeping in view of the proposed changes to the Executive Board membership structure of the company and to align with the requirements to determine the Board of Directors who are required to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 and Article .... of the Articles of Association of the company, it is proposed to amend Article .... of the Articles of Association of the company to provide that the Managing Director is subject to retirement by rotation.

A copy of the altered Articles of Association of the company would be available for inspection at the registered office of the company during business hours on any working day between 10:30am to 1:00pm up to the date of the ensuing AGM/EGM.

None of the Directors and Key Managerial Personnel of the company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.

The Board recommends the passing of the resolution set out at Item No. ... of the accompanying Notice of EGM/AGM for the approval of the members of the company by a special resolution.




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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.