The board of directors proposal for resolution on amendment of the. Alteration of articles of association advisory, tax and. Article covers applicable provisions for alteration of share capital under companies act, 20, definition of alter or alteration, types of alteration of share capital us 61, draft of ordinary resolutions for alteration of share capital us 61 for a. In fact the words of the memorandum cannot be changed that easily. A copy of the resolution and the new articles of association of association must be sent to companies house within 15 days. As a matter of course memorandum of association is not alterable.
The alteration of the articles should not sanction anything illegal. Nov 21, 2014 types of model articles of association a limited company can have, including older versions of table a from previous company legislation. Guide for change in object clause of memorandum of association. Draft articles of association with proposed amendments sun pharma. Clause 16b of the articles of association is inserted as per special resolution. At the board meeting, the given resolutions in respect of alteration in aoa must be passed. Memorandum of association of sw investments limited incorporated under companies act, 1956 1 amended vide special resolution passed by the shareholders at the extra ordinary general meeting held on 19 th march 2010 and further amended vide special resolution passed by the shareholders at the annual general meeting held on 27 th september, 20. The reasons for making alteration fall within the broad categories as mentioned in chapter 1 of this guide. On approval by the board, a resolution is passed at the board meeting to the effect of altering the articles accordingly. Change of object clause of the memorandum of association of the company. Articles of association of future forests fiji limited introduction 1. Get approval to alteration in article of association. General meeting held on 01122014 altered the provisions of its memorandum of association with respect to its objects and complied with the section 1 of the companies act, 20.
Resolved that pursuant to the provisions of section 14 and any other applicable provisions of companies act, 20 read with rules thereunder including. The following regulations comprised in these articles of association were adopted pursuant to members resolution passed at the extraordinary general meeting of the company held on april 5, 2018, in substitution for and to the entire exclusion of, the earlier regulations comprised in the extant articles of association of the company. A company may alter its articles with a special resolution. Every resolution of the executive board concerning the issue of shares shall. The following are the regulations regarding alteration of articles. Hold a shareholders meeting on the date fixed for the meeting and pass the special resolution for altering the articles of association by 34 th majority or unanimously, in case of insertion of provisions of entrenchment by a private company in accordance with section 114 2 of the act read with section 54 6. Usually, the shareholders elect a board of directors bod at the annual. Alteration of memorandum of association law teacher. A copy of the resolution and the new articles of association must be sent to companies house within 15 days. Oct 05, 2017 alteration of articles of association can be done by the shareholders passing a special resolution in a general meeting or by written resolution. The standard form articles of association contained in schedule 2 of companies act, 2015, do not apply to the company except to the extent of repeated clauses and provisions contained in this articles of. In corporate governance, a companys articles of association is a document which, along with.
The articles of association may be changed by the shareholders passing a special resolution in a general meeting. Any such change must be notified to the companies registry. Company at the board room, floor 6, b wing, supreme it park, supreme. Board resolution for alteration of articles of association. Draft board resolution along with preamble to make alteration in the articles of association of the company in terms of provisions of section 14 of the companies act, 20 to incorporate provision of shareholder agreement. Procedure for alternation of article under companies act, 20. Alteration of articles of association to consider and, if thought fit, to pass the following resolution, with or without modifications, as a special resolution. Special resolution alteration in articles for sitting fees. Resolved that pursuant to the provisions of section of the companies act. Section 14 of the said act, prescribes the requirement of special resolution for alteration of the articles of association. Special resolution for alteration of articles of association aoa in accordance with the provisions prescribed under section 14 of the companies act, 20, in order to alter the articles of association of a company, the company will have to obtain the approval of the membersshareholders by a special resolution passed in a general meeting.
The format for the articles of association of a company must be in the manner prescribed by the form provided in schedule i of the companies act, 20. Draft of articles of association of jagsonpal pharmaceuticals. Notice of the extraordinary general meeting notice is hereby. The memorandum of association of company, generally called the memorandum is the document that governs the relationship between the company and the outside. As per section 173 and ss1 at the board meeting, the given resolutions in respect of alteration in moa must be passed. Dec 29, 2014 shareholders resolution resolved that pursuant to the provisions of section, 15 and other applicable provisions, if any, of the companies act, 20 act read with rule no.
Usually, the articles of association of a public limited company are prepared by taking good professional advice and are very carefully prepared from the beginning. Model articles of association for limited companies gov. On the letter head of the company certified true copy of the resolution passed by the board of directors of name of company at their meeting held on date at time at address alteration in articles of association the chairman informed the board that in view of the growth prospects of the com. Alterationsubstitution of articles of association to consider and if thought fit, to pass with or without modifications, the following resolution as a special resolution by means of postal ballot and evoting. Alteration of article of association of a company law. Procedure for alteration of articles of association aoa. Notice of extra ordinary general meeting aditya birla sun life. Memorandum of association and articles of association of. However, if articles contains entrenchment provision, i.
Process of alteration in article of association of company taxguru. Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meanings as in the act or the rules. Memorandum of association and articles of association sjvn limited formerly satluj jal vidyut nigam limited a joint venture of govt. Procedure of alteration in articles of association advisory.
A shareholders resolution to alter articles of association is a resolution to amend the current articles of association of a company. Shareholders resolution to alter articles of association zegal. Board resolution alteration of articles of association to. Articles of association is one of the important document to be filed while incorporation of an entity. He explains in detail about the procedure to alter memorandum of association and article of association of a company. Feb 05, 2014 normally consent of members by special resolution for alteration of articles suffices. This article gives a brief idea on aspects relating to articles of association and its alteration procedure. However, the notice of such alterations shall be given to registrar within 30 days of such alteration in eform sh7 with certified true copy of ordinary resolution along with explanatory statement and altered copy of memorandum of association. I hereby certify that the said special resolution together with the copy of the memorandum of association as altered has this day been registered. Board resolution for alteration of articles of association of the company.
The chairman informed the board that in view of the growth prospects of the company, the company is in need of the funds to be utilized for business activities carried out by the company. It is said that memorandum of association is an unalterable document alterable only in accordance with the provisions of the law 2. Resolved that the consent of the shareholders be and is hereby given to the amendments in the provisions of the residents and visitors manual rvm, as per the draft rvm placed before the meeting and with respect to the legality of the document as per rule 8 b and 8 c of the amended articles of association aoa of the. A shareholders resolution to alter articles of association is a special resolution i. Ordinary general meeting held on 01082017 altered the provisions of its memorandum of association with respect to its objects and complied with the section 1 of the companies act, 20. Section 1 of the companies act, 20certificate of registration of the special resolution confirming alteration of object clausesi hereby certify that the said special resolution together with the copy of the memorandum of association as altered has this day been registered. Any proposed alterations of the articles of association is at first considered in the meeting of the board of directors wherein it either gets approved or rejected. What is the content for the articles of association ipleaders. Notice of extra ordinary general meeting notice is hereby given that an extraordinary general meeting of the members of quantum asset management company private limited will be held on monday, june 19, 2017 at 1. Hold a shareholders meeting on the date fixed for the meeting and pass the special resolution for altering the articles of association by 34 th majority or unanimously, in case of insertion of provisions of entrenchment by a private company in accordance with section 114 2 of the act read with section 54.
Jan 16, 20 meaning of alteration of articles of association. Alteration of memorandum and articles of association. Seek the approval of the board of directors for placing special resolution before the company in general meeting for alteration in memorandum of association change in objects. Board resolution for alteration of articles of association of the. Resolved that pursuant to the provisions of section 14 and other applicable provisions of the companies act, 20 read with companies incorporation rules, 2014 including any. Special resolution alteration to articles of association new. Exclusion of standard form articles of association. Alteration of an article of association there must be a board meeting whereby a resolution will be passed to alter the article. They should not lead to breach of contract with the third parties.
Procedure to alter memorandum of association and article of. Board resolution amending the articles of incorporation description. Articles of association meaning contents alteration of aoa. Any proposed alteration s of the articles of association is at first considered in the meeting of the board of directors wherein it either gets approved or rejected. After the proposed amendments, loomis articles of association will have the wording set out in. Get approval to alteration in memorandum of association and recommending the proposal for members consideration by way of special resolution. This is a sample resolution to be adopted by the board of directors of a corporation, approving amendment of the articles of incorporation. Alteration of article of association of a company law gyaan. The members be informed that the above limit is within the maximum limit prescribed under the companies act 20 and rules made thereunder. Such alteration does not require confirmation by nclt.
New articles of association may be adopted by the shareholders passing a special resolution in a general meeting or by written resolution. Process of alteration in memorandum of association of company. Articles of association and alteration of articles. Memorandum and articles of association of hero motocorp ltd. As per companies act20 ministry prescribed new sets of article of association as per sections of companies act20. The draft of the new set of articles proposed for approval is being circulated along with this notice of the annual general meeting and also available for inspection by the shareholders of. Shareholders special resolution adoption of new articles. So it is advisable to adopt new sets of article of association of company at the time of alteration in any clause of article of association. Board resolution alteration of articles of association. Alteration of share capital and draft format of resolutions. Resolved further that the board of directors of the company be and is hereby. To obtain the registration of a company an application has to be filed with the registrar of companies. A notice of 21 days notice must be given to the members accompanied with the said special resolution.
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