AOA Amendment — Revising the Internal Governance Rules of Your Company.

The Articles of Association (AOA) is the internal governance document that governs how a company is managed — covering shareholder rights, director appointment procedures, share transfer restrictions, meeting quorums, dividend policy, and borrowing powers. Unlike the Memorandum, which defines the company's external constitution, the AOA governs internal relationships. Under Section 14 of the Companies Act, 2013, any alteration to the AOA requires a special resolution of shareholders.

Amendments are commonly needed when a company takes on new investors (who may require changes to share transfer restrictions or pre-emption rights), appoints a managing director with specific powers, changes its board composition, or modifies its dividend or capital distribution provisions. A company can also adopt entirely new Articles — often aligned with Table F (the model articles under Schedule I of the Act) — rather than amending specific clauses piecemeal.

The special resolution must be filed with the RoC via Form MGT-14 within 30 days, along with a certified copy of the resolution and the amended or new Articles. We review the existing AOA, draft the precise changes required, manage the EGM or postal ballot, ensure compliance with Table F and the Act, and prepare the consolidated updated Articles for the company's records.