Company Law and Practice · Memorandum and Articles of Association and its Alteration

Alteration of Articles of Association under Section 14

Updated 11 October 2026 · Fact-checked

Under Section 14 of the Companies Act, 2013, a company may alter its articles by a special resolution, subject to the Act and its memorandum. Conversion of a public company into a private company is not valid unless the Central Government approves it. File every alteration with the Registrar within 15 days.

Understand Alteration of Articles of Association

The articles of association are the internal rules of a company. They deal with how the company is run: meetings, directors, share transfers and so on. Business needs change, so the law lets a company change its articles.

Section 14(1) gives this power. A company may alter its articles by a special resolution. Two limits apply from the start: the alteration must be subject to the provisions of the Act and subject to the conditions in the memorandum, if any. So the articles can never override the Act or go against the memorandum.

The power includes alterations that convert a private company into a public company, or a public company into a private company. Conversion works through the articles because a private company's articles must contain the restrictions the Act requires of a private company. Remove them, and the company changes its character.

The first proviso covers an automatic effect. If a private company alters its articles so that they no longer contain the restrictions and limitations the Act requires for a private company, it ceases to be a private company from the date of alteration.

The second proviso covers the reverse. Conversion of a public company into a private company is not valid unless approved by an order of the Central Government, on an application in the prescribed form and manner. This was substituted for the earlier Tribunal route by the Companies (Amendment) Act, 2019.

Key rules to remember

Power to alter articles: Special resolution + subject to the Act and the memorandum; Section 14(1). The articles cannot be altered to contradict the Act or the memorandum.
Private to public: Alteration removing the private-company restrictions → company ceases to be private from the date of alteration; First proviso to Section 14(1). The special resolution is the step that does this.
Public to private: Special resolution + order of the Central Government approving the alteration; Second proviso to Section 14(1). Without the order, the alteration is not valid.
Filing with the Registrar: Within 15 days: the alteration, the copy of the Central Government order (where required) and a printed copy of the altered articles; Section 14(2). The Registrar registers the alteration.
Effect of registration: Registered alteration is valid as if originally in the articles; Section 14(3), subject to the provisions of the Act.

How to solve Alteration of Articles of Association questions

Use this order for any question on altering articles. It keeps your answer in the ICSI style: provision, application, conclusion.

1Identify the alteration asked about: a general change, private to public, or public to private.
2State the rule: Section 14(1) allows alteration by special resolution, subject to the Act and the memorandum.
3Check the limits: does the proposed article conflict with the Act or the memorandum? If yes, the alteration cannot stand to that extent.
4If conversion is involved, apply the relevant proviso: private to public (company ceases to be private once restrictions are removed) or public to private (Central Government approval needed, otherwise not valid).
5State the filing step: Section 14(2), within 15 days, with the altered articles in print and the Central Government order where applicable.
6State the effect: under Section 14(3), once registered, the alteration is valid as if originally in the articles.
7Close with a clear conclusion that answers the exact question asked.

Quickest way: Three-check shortcut

When to use it: Use when a short-answer or case question asks whether an alteration of articles is valid.

Check 1, resolution: was a special resolution passed?
Check 2, limits: does the change breach the Act or the memorandum?
Check 3, conversion: if public to private, is there Central Government approval? Then filing within 15 days.
Write the conclusion in one line: valid, or invalid and why.

Common mistakes in Alteration of Articles of Association

Saying an ordinary resolution is enough to alter the articles.
Students mix up routine business with changes to constitutional documents.
Fix: Remember that Section 14(1) requires a special resolution.
Writing that the Tribunal approves conversion of a public company into a private company.
Older study notes and the pre-2019 position still circulate.
Fix: Under the present text of the second proviso, the order of the Central Government is needed. Without it the alteration is not valid.
Ignoring the limits on the power and saying a company can alter articles in any way.
Students focus on the procedure and forget the opening words of the section.
Fix: Always state that alteration is subject to the Act and the conditions in the memorandum.
Mixing up the filing period, for example writing 30 days.
Section 13 and other sections use different periods, so numbers blur.
Fix: Section 14(2) says 15 days. Link it to filing the alteration, the Central Government order and a printed copy of the altered articles.
Missing that a private company can stop being private without a separate approval step.
Students assume every conversion needs an order.
Fix: Under the first proviso, if the restrictions are removed, the company ceases to be private from the date of alteration. Approval of the Central Government is stated only for public to private conversion.

Worked examples

Example 1

The articles of Sundaram Textiles Limited, a public company, restrict the quorum for general meetings in a way that is now inconvenient. The members want to change it. Advise the company on the procedure.

Show the solution

Provision: Section 14(1) allows a company to alter its articles by a special resolution, subject to the Act and the conditions in its memorandum.
Application: The company should hold a general meeting and pass a special resolution for the change. It must check that the new quorum clause does not conflict with the Act or the memorandum.
Filing: Under Section 14(2), the alteration must be filed with the Registrar within 15 days, with a printed copy of the altered articles.
Effect: Under Section 14(3), once registered, the alteration is valid as if it were originally in the articles.

Answer: Sundaram Textiles Limited may alter its articles by a special resolution, provided the change is consistent with the Act and its memorandum. It must file the alteration and a printed copy of the altered articles with the Registrar within 15 days. After registration the new clause is valid as if originally in the articles.

Example 2

Kaveri Foods Limited, a public company, passes a special resolution to alter its articles so as to become a private company. The company starts working as a private company without any further step. Is the alteration valid?

Show the solution

Provision: Section 14(1) permits alteration of articles having the effect of converting a public company into a private company, by a special resolution.
Condition: The second proviso says such an alteration is not valid unless approved by an order of the Central Government on an application in the prescribed form and manner.
Application: Kaveri Foods passed the special resolution but did not obtain the order of the Central Government.
Filing: Section 14(2) requires the alteration and a copy of the Central Government order to be filed with the Registrar within 15 days, with a printed copy of the altered articles.
Conclusion: The condition of approval is not met.

Answer: The alteration is not valid. A special resolution alone is not enough for conversion of a public company into a private company. The company must obtain the order of the Central Government and then file the alteration and the order with the Registrar within 15 days.

Exam tips

Write Section 14 with its sub-sections. ICSI-style answers reward the provision first, then application, then conclusion.
For conversion questions, decide the direction first. Private to public and public to private follow different provisos.
Mention both limits (the Act and the memorandum) in any question that asks whether a company can alter its articles freely.
Quote the 15-day filing period and the printed copy of the altered articles; these small facts are easy marks.
Keep the memorandum and articles apart in your answer: Section 13 governs the memorandum, Section 14 governs the articles.

Practice questions from Memorandum and Articles of Association and its Alteration

Alteration of Articles of Association in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Alteration of Articles of Association: frequently asked questions

Which resolution is needed to alter the articles of association?

A special resolution is needed under Section 14(1). The alteration must also be consistent with the Act and the conditions in the memorandum.

Who approves conversion of a public company into a private company?

The Central Government. The second proviso to Section 14(1) says the alteration is not valid unless approved by its order on an application in the prescribed form and manner.

Within what time must an alteration of articles be filed with the Registrar?

Within 15 days, in the prescribed manner. The filing includes the alteration, a copy of the Central Government order where required, and a printed copy of the altered articles.

What happens if a private company removes the private-company restrictions from its articles?

It ceases to be a private company from the date of the alteration. This is the effect of the first proviso to Section 14(1).

From when is an altered article valid?

Under Section 14(3), an alteration registered by the Registrar is valid as if it were originally in the articles, subject to the provisions of the Act.