Section 14: Alteration of articles
This section allows a company to alter its articles, including changing its status from private to public or vice versa, subject to certain conditions and approvals.
The section, clause by clause
What the section says
In plain terms
(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 company can change its articles, including changing from a private to a public company or vice versa, by passing a special resolution, and if a private company makes such a change it will cease to be a private company from the date of the alteration.
(1)(a)a private company into a public company; or
(1)(b)a public company into a private company:
provisoProvided 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:
proviso1[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:
provisoProvided 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.
The company must file the altered articles and a copy of the Central Government's approval with the Registrar within 15 days in the prescribed manner.
(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.
Once the altered articles are registered, they will be considered valid as if they were part of the original articles.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 22 of 2019, s. 5, for the Proviso (w.e.f. 2-11-2018).
- 2. Subs. by s. 5, ibid., for “Tribunal” (w.e.f. 2-11-2018).
- 3. Subs. by Act 29 of 2020, s. 4, for “period of six months” (w.e.f.1-9-2021).
- 4. Subs. by s. 4, ibid., for sub-section (3) (w.e.f. 1-9-2021).
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.