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Board Resolution for Alteration of Articles of Association
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office Address: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on
__________ at
__________ at the Registered Office of the Company at
________________
ALTERATION OF ARTICLES OF ASSOCIATION
RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s), amendment, or re-enactment thereof for the time being in force), the consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of members of the Company at a duly convened General Meeting by way of Special Resolution, to adopt a new set of altered Articles of Association in place of the existing Articles of Association of the Company, with the following amendments:
1. ________________
2. ________________
3. ________________
RESOLVED FURTHER THAT Mr./Ms. ________________, ________________ and Mr./Ms. ________________, ________________ of the Company be and are hereby severally authorised to convene an Extraordinary General Meeting of the members, to file the necessary e-forms including Form MGT-14 with the Registrar of Companies, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to the above resolution.
For ________________
Authorised Signatory 1:
Signature: _________________________
Name: ________________
Designation: ________________
DIN: ________________
Address: ________________
Authorised Signatory 2:
Signature: _________________________
Name: ________________
Designation: ________________
DIN: ________________
Address: ________________
Board Resolution for Alteration of Articles of Association
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Alteration of Articles of Association (AOA) is a formal corporate document that records the decision of the Board of Directors to propose amendments to the company's Articles of Association. The Articles of Association govern the internal management and administration of a company, including rules relating to share capital, rights of shareholders, conduct of meetings, powers of directors, dividend distribution, and other operational matters.
Under the Companies Act, 2013, a company may alter its Articles of Association to align with changing business requirements, regulatory updates, or operational restructuring. The alteration process requires a board resolution recommending the changes, followed by approval from shareholders through a special resolution passed at a general meeting. Common reasons for AOA alteration include changes in share transfer restrictions, director appointment procedures, borrowing powers, statutory compliance, or internal governance restructuring.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are comprehensively addressed. A standardised template reduces the likelihood of procedural errors, maintains consistency in corporate documentation, and facilitates smooth processing with the Registrar of Companies.
This approach supports timely compliance and helps companies manage the amendment process efficiently while ensuring proper documentation of the board’s recommendation.
Relevance to Company Governance
The Articles of Association form a fundamental part of a company’s constitutional documents established during Company Registration. As business needs evolve, companies may need to modify these articles to accommodate operational changes, regulatory updates, or revised shareholder arrangements.
The alteration of AOA requires compliance with procedures prescribed under the Companies Act, 2013, including board approval, shareholder consent through a special resolution, and filing of Form MGT-14 with the Registrar of Companies within 30 days. The board resolution acts as the initiating document that authorises these actions.
Board Resolution for Alteration of Articles of Association – Sample Format
[To be printed on Company Letterhead]
Company Name: ___________________________
CIN: ___________________________
Registered Office Address: ___________________________
Email: ___________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on __________ (Date) at __________ (Time) at the Registered Office of the Company at __________ (Address)
ALTERATION OF ARTICLES OF ASSOCIATION
RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the consent of the Board of Directors be and is hereby accorded, subject to the approval of the members of the Company by way of Special Resolution, to adopt a new set of altered Articles of Association in place of the existing Articles of Association of the Company with the following amendments:
1. ________________________________________________
2. ________________________________________________
3. ________________________________________________
RESOLVED FURTHER THAT Mr./Ms. __________ (Name), __________ (Designation) and Mr./Ms. __________ (Name), __________ (Designation) be and are hereby severally authorised to convene an Extraordinary General Meeting, file necessary e-forms including Form MGT-14 with the Registrar of Companies, and do all such acts, deeds, and things as may be required to give effect to this resolution.
For __________ (Company Name)
Authorised Signatory 1:
Signature: ___________________________
Name: ___________________________
Designation: ___________________________
DIN: ___________________________
Address: ___________________________
Authorised Signatory 2:
Signature: ___________________________
Name: ___________________________
Designation: ___________________________
DIN: ___________________________
Address: ___________________________
Frequently Asked Questions
1. Are details in the board resolution same as the special resolution?
The essential details are largely similar; however, the board resolution recommends the changes, while the special resolution passed by shareholders formally approves the alteration with a 75% majority.
2. Is the signature of all directors mandatory?
No. The resolution must be passed with the requisite quorum, and the certified true copy is usually signed by the Chairperson or authorised directors.
3. Is professional certification required?
Certification of the board resolution itself is not mandatory. However, Form MGT-14 may require certification by a practising professional depending on the company’s category.
4. Is the board resolution mandatory to attach with MCA filings?
The special resolution and altered Articles are mandatory attachments. The board resolution is maintained as part of internal corporate records.
5. What is the format for alteration of AOA?
The process involves a board resolution recommending the changes and a special resolution approved by shareholders, followed by filing Form MGT-14 within 30 days.