Alterations to Articles of Association of a company

Alterations to Articles of Association of a company

Hello, 
         Can you tell me if alterations can be made on the articles of association of a private limited company. A director was added and shares were transferred. Even the office address has been changed.

Asked 9 years ago in Audit

Alteration of AOA

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You can alter the AOA with the prior approval of the members in General Meeting.

However, alteration of AOA is not required for new director appointment or for transfer of shares.

If you are changing you registered office address to another state, then you need to amend your MOA not AOA.

if the change of registered office address is within the same state, then you need not even amend your MOA.

Regards,

CA. Rajeev P T

Partner

Rajan Chakravarthy & Associates, Chennai

Email: ca.rajeevpt@gmail.com

*****This Opinion is based on stated facts and the legal position as on date. The views expressed may not be relevant where there is any change in facts or law. This Opinion is not in the nature of an assurance that an alternative view or interpretation cannot emerge.

Rajeev P T

CA, Chennai

40 Answers

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Talk to Rajeev P T

Articles of Association can be altered by passing special resolutions in the General Meetings of shareholders. There is no need for change in Articles of Association for appointment of a new director, unless there is increase in number of directors as specified in your Articles of Association.

There is also no need for altering Articles of Association for transfer of shares and change in office address. You need to file appropriate forms with the Ministry of Corporate Affairs through efiling after taking Board Approvals and approval of share holders also in the case of change in your office address outside your city