Companies Act Section 14 — Alteration of articles
CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Commercial / Corporate
Summary
Sub-section (1) states that a company may change its articles of association by passing a special resolution, as long as it follows the rules of the Act and any conditions in its memorandum. This includes changes that convert a private company into a public company, or a public company into a private company.
The first proviso to sub-section (1) says that if a private company changes its articles so that they no longer contain the restrictions and limitations required for a private company under the Act, the company stops being a private company from the date of that change.
The second proviso to sub-section (1) says that a change converting a public company into a private company is not valid unless the Central Government approves it through an order, based on an application made in the prescribed form and manner.
The third proviso to sub-section (1) says that any application that was pending before the Tribunal on the date the Companies (Amendment) Act, 2019 came into force will be handled by the Tribunal according to the rules that applied before that amendment came into effect.
Sub-section (2) requires that every alteration of the articles under this section, along with a copy of the Central Government's order approving the alteration (if applicable), be filed with the Registrar. This filing must include a printed copy of the altered articles and be done within fifteen days, in the prescribed manner, and the Registrar will then register the alteration.
Sub-section (3) says that once an alteration of the articles is registered under sub-section (2), it is treated as valid as if it had always been part of the original articles, subject to the provisions of the Act.
Official Text
(1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of—
(a) a private company into a public company; or
(b) a public company into a private company:
Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, the company shall, as from the date of such alteration, cease to be a private company: 1[Provided further that any alteration having the effect of conversion of a public company into a private company shall not valid unless it its approved by an order of the Central Government on an application made in such form and manner as may be prescribed:
Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.]
(2) Every alteration of the articles under this section and a copy of the order of the 2[Central Government] approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.
(3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.