Alteration of articles

(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)

a private company into a public company; or

(b)

a public company into a private company:

Proviso

Provided 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:

Proviso

Provided further that any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed:

Proviso

Provided 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.

Proviso

Provided further that any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed :

Proviso

Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (Amendment) Ordinance, 2019 2018 , shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.

Proviso

Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit.

(2)

Every alteration of the articles under this section and a copy of the order of the Central Government Tribunal 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.

(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.

Notes, amendments & references (11)

Provided further that Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Provided also that Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Provided further that Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here . To view the Ordinance, 2018 Click Here

Central Government Central Government delegates its powers u/s 2(41) and second proviso to 14(1) to Regional Directors at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong vide its notification dated 18.12.2018 published in the Official Gazette on 20.12.2018. To view the Notification, Click Here

as may be prescribed Refer rule 41 of the Companies (Incorporation) Rules, 2014. To view the Rule, Click Here

2019 Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here . To view the Ordinance, 2018 Click Here

Tribunal “ Tribunal ” means the National Company Law Tribunal constituted under section 408

Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Refer Rule 68 National Company law Tribunal Rules 2016. To view the rule, Click Here

Refer rule 33 and Form Nos. INC-27 of the Companies (Incorporation) Rules, 2014. To view the rule, Click Here

Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here . To view the revised Return, Click here .