Section 14 of the Companies Act, 2013: Alteration of Articles of Association
Section 14 governs how a company may alter its Articles of Association. The provision permits alteration by special resolution, subject to the Companies Act, 2013 and any conditions contained in the memorandum. It also deals specifically with alterations that convert a private company into a public company or a public company into a private company.
Updated: 16 September 2026
What is alteration of Articles of Association?
The Articles of Association contain the internal rules for management of a company. An alteration may add, delete, replace or modify an article, but the change must remain consistent with the Companies Act, the company's memorandum and other applicable law. Section 14 is the principal statutory provision for such alteration.
The official consolidated text of the Companies Act, 2013 published by the Ministry of Corporate Affairs should be checked for the statutory wording and amendments.
Section 14: current legal position
Section 14(1): Subject to the Act and the conditions contained in the memorandum, if any, a company may alter its articles by a special resolution. The alteration may include a change having the effect of converting a private company into a public company or a public company into a private company.
Where a private company alters its articles so that they no longer contain the restrictions and limitations required for a private company, it ceases to be a private company from the date of that alteration.
For conversion of a public company into a private company, the alteration does not become valid unless it is approved by an order of the Central Government on the prescribed application. Under the current rules, the application is dealt with by the jurisdictional Regional Director. Applications that were already pending before the Tribunal when the 2019 amendment commenced continue to be dealt with under the earlier applicable provisions.
Section 14(2): The alteration and, where applicable, the Central Government's approval order must be filed with the Registrar together with the altered articles within the statutory period and in the prescribed manner.
Section 14(3): Once an alteration is registered, it is valid, subject to the Act, as though it had originally formed part of the Articles of Association.
Procedure to alter Articles of Association
- Review the existing memorandum and articles. Identify the exact provisions to be changed and confirm that the proposed alteration is not inconsistent with the Act, memorandum, shareholders' agreements or any sector-specific approval requirement.
- Approve the proposal at Board level. Convene a Board meeting in accordance with applicable law to approve the draft alteration and the proposal to place the special resolution before members.
- Issue notice to members. Send the notice of the general meeting with the proposed special resolution and the explanatory statement required by Section 102, where applicable.
- Pass a special resolution. Members must approve the alteration by the majority required for a special resolution under Section 114.
- File the special resolution. A resolution altering the articles is filed with the Registrar in Form MGT-14 under Section 117, ordinarily within 30 days of passing the resolution, with the prescribed documents and fee.
- Complete any additional approval process. A public-to-private conversion requires Central Government approval through the Regional Director under Rule 41 of the Companies (Incorporation) Rules, 2014.
- File the altered articles and applicable approval. Complete the prescribed MCA filings, including INC-27 where the alteration changes the company's class, and update all copies of the articles to reflect the registered alteration.
Conversion between private and public company
Private company to public company
A private company may alter its articles by special resolution so that the restrictions required of a private company no longer apply. The MCA's current INC-27 instructions state that private-to-public conversion requires the special resolution and filing of Form INC-27. The company must also satisfy the other statutory requirements applicable to a public company.
Public company to private company
A public company seeking conversion into a private company must first pass the special resolution and then obtain approval of the Central Government through the Regional Director. Rule 41 requires the RD-1 application to be filed within 60 days from the date of passing the special resolution, subject to the rule's documents, declarations, creditor-related requirements and procedure. After approval, the prescribed Registrar filings must be completed.
For filing requirements, see the official MCA Instruction Kit for webform INC-27 and the MCA portal for the current version of forms and filing services.
Important forms and time limits
| Compliance | Form / provision | General time limit |
|---|---|---|
| Filing of special resolution altering articles | MGT-14; Section 117 | Within 30 days of passing the resolution |
| Application for public-to-private conversion | RD-1; Rule 41 of Companies (Incorporation) Rules, 2014 | Within 60 days of passing the special resolution |
| Conversion filing with Registrar | INC-27; Section 14 read with applicable rules | As prescribed for the relevant conversion and approval process |
| Filing alteration / approval order under Section 14(2) | Section 14(2) | Within 15 days, in the prescribed manner |
The MCA instruction kit for Form MGT-14 explains filing of resolutions under Section 117. Since MCA forms, portal workflows and jurisdictional mappings can change, the live Ministry of Corporate Affairs portal should be checked before filing.
Effect of a registered alteration
Under Section 14(3), a duly registered alteration has effect as if it had originally been contained in the articles. Section 15 additionally requires every alteration of the memorandum or articles to be noted in every copy issued after the alteration. Companies should therefore maintain an updated consolidated set of Articles of Association after registration.
Practical checklist
- Confirm that the proposed wording is permitted by the Companies Act and the memorandum.
- Prepare a clean draft and a marked-up version of the altered articles for internal review.
- Pass the required Board and members' resolutions and retain minutes and notices.
- File MGT-14 within the applicable period.
- For public-to-private conversion, comply fully with Rule 41 and obtain Regional Director approval.
- Complete INC-27 and other applicable filings and preserve the SRNs and approval orders.
- Replace outdated copies of the Articles of Association with the registered, altered version.
This article provides a general explanation of Section 14. The exact filing path depends on the nature of the alteration, the company's class and regulatory status, and the MCA forms and rules in force on the filing date.