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

Entrenchment Provisions and Filing Requirements for Alterations

Updated 11 October 2026 · Fact-checked

An entrenchment provision makes certain articles harder to change than by a special resolution. After any alteration, you must file the required documents with the Registrar and, under Section 15, note the alteration in every copy of the memorandum or articles. Default attracts a penalty of ₹1,000 per copy issued without the alteration.

Understand Entrenchment Provisions and Filing Requirements

Normally, a company can alter its articles by a special resolution (Section 14(1)), subject to the Act and the conditions in its memorandum. That is the baseline. Entrenchment lets the company make selected articles harder to change than that baseline.

An entrenchment provision says that specified articles can be altered only if conditions or procedures stricter than a special resolution are met. Examples: a higher majority than 75%, consent of a named shareholder or investor, or a unanimous vote. It protects promoters, investors and minority holders from having key terms changed easily.

How it is introduced: it sits in the articles. It can be there from formation or be added later by altering the articles. The Act has a separate provision with the specific approval and notice steps for adding it. Those steps are not in Sections 13 to 15, so learn them from the ICSI study material and do not mix them with the filing rules below.

Filing and notation are the second half of the topic. An alteration of articles under Section 14 must be filed with the Registrar within 15 days, with a printed copy of the altered articles. If a public company is converted into a private company, a copy of the Central Government's order approving it is filed too. The Registrar registers it, and once registered it is valid as if it were originally in the articles.

Section 15 is the housekeeping rule. Every alteration of the memorandum or articles must be noted in every copy. If the company issues a copy without the alteration, the company and every officer in default are liable to a penalty of ₹1,000 for every copy issued. Under Section 398, filings and Registrar's registrations are done in electronic form as prescribed, which is why you file e-forms such as MGT-14 for resolutions.

Key rules to remember

Baseline power to alter articles: Alteration of articles = special resolution (Section 14(1)), subject to the Act and the memorandum; Entrenchment sets a stricter standard for named articles only.
Entrenchment provision: Specified articles can be altered only on conditions or procedures more restrictive than a special resolution; It is optional. The articles may contain it.
Time limit for filing altered articles: Every alteration of articles is filed with the Registrar within 15 days, in the prescribed manner (Section 14(2)); Learn the separate entrenchment adoption steps from the study material. Do not mix them with this 15-day filing rule.
Filing of altered articles (Section 14(2)): Filing with Registrar within 15 days, with a printed copy of the altered articles (and the Central Government order where public is converted to private); The Registrar registers it. After registration it is valid as if originally in the articles (Section 14(3)).
Public to private conversion (Section 14(1), second proviso): Alteration is not valid unless approved by an order of the Central Government; A special resolution alone is not enough.
Noting alterations (Section 15(1)): Every alteration is noted in every copy of the memorandum or articles; Applies to both documents.
Penalty (Section 15(2)): ₹1,000 × number of copies issued without the alteration; Company and every officer in default are liable.
Memorandum alteration filings (Section 13): File the special resolution with the Registrar; the alteration has no effect until registered (Section 13(10)); A name change also needs the Central Government's written approval and a fresh certificate of incorporation.

How to solve Entrenchment Provisions and Filing Requirements questions

Use this order for any question on entrenchment, filing or Section 15.

1Identify the document altered: memorandum or articles. The filing rules differ.
2Identify the type of company: private or public. This matters most where a public company is being converted into a private company.
3Check the standard needed: special resolution for ordinary alteration; stricter conditions if an entrenched article is involved; Central Government order for public to private conversion.
4State the filing: the Registrar within the time limit, in electronic form, with the printed copy of altered articles where required.
5State when the alteration takes effect: articles on registration; memorandum not until registered.
6Apply Section 15: were all copies updated? Count copies issued without the alteration and compute ₹1,000 per copy.
7Close with a clear conclusion tied to the facts.

Quickest way: Four-line answer frame

When to use it: For short-note or case questions where time is under 10 minutes.

Line 1: state the rule with the section (Section 14 or Section 15).
Line 2: state who approves and by what majority: a special resolution, and a Central Government order for public to private conversion.
Line 3: state the filing: Registrar, time limit, form, and the printed copy.
Line 4: state the consequence: effect on registration and the Section 15 penalty of ₹1,000 per copy.

Common mistakes in Entrenchment Provisions and Filing Requirements

Saying the articles can be altered by an ordinary resolution or by the board alone.
Students think a small change needs only a simple majority.
Fix: Section 14(1) requires a special resolution, subject to the Act and the conditions in the memorandum.
Treating entrenchment as compulsory for every company.
The word sounds like a mandatory protection.
Fix: It is optional. The articles may contain it.
Confusing the 15-day filing under Section 14(2) with the noting of alterations under Section 15.
Both involve altering articles and both are compliance steps.
Fix: Link 15 days to filing the altered articles with the Registrar. Link Section 15 to noting the alteration in every copy, with the penalty of ₹1,000 per copy issued without it.
Stating the Section 15 penalty as a single lump sum.
Students remember ₹1,000 and forget it is per copy.
Fix: Multiply ₹1,000 by the number of copies issued without the alteration.
Thinking a special resolution alone converts a public company into a private company.
Section 14(1) begins with the special resolution.
Fix: The alteration is not valid unless approved by an order of the Central Government.
Applying Section 15 only to articles.
The topic heading is about articles.
Fix: Section 15 covers both the memorandum and the articles.

Worked examples

Example 1

Meghdoot Foods Private Limited wants to insert an article that any change to its article on board nominee rights needs the consent of 90% of members. Which route applies to the alteration of its articles, and what must it do afterwards?

Show the solution

The proposed article requires a stricter standard than a special resolution for specified provisions. That is an entrenchment provision, and it is inserted by altering the articles.
Under Section 14(1), the company alters its articles by a special resolution, subject to the Act and the conditions in its memorandum. The separate entrenchment-specific steps are not in Sections 13 to 15, so check them in the study material.
The alteration is filed with the Registrar under Section 14(2) within 15 days, with a printed copy of the altered articles. Filing is in electronic form as prescribed (Section 398).
The Registrar registers the alteration. Once registered, it is valid as if it were originally in the articles (Section 14(3)).
Under Section 15, the alteration must then be noted in every copy of the articles.

Answer: Meghdoot Foods alters its articles by a special resolution under Section 14(1), subject to the Act and its memorandum. It files the altered articles with a printed copy within 15 days under Section 14(2), and notes the alteration in every copy of the articles under Section 15.

Example 2

Kaveri Textiles Limited altered its articles and registered the change, but later issued 40 copies of the articles without the alteration. What is the liability under Section 15?

Show the solution

Section 15(1) requires every alteration to be noted in every copy of the memorandum or articles.
Issuing copies without the alteration is a default under Section 15(2).
The penalty is ₹1,000 for every copy issued without the alteration.
Number of copies = 40, so the penalty = 40 × ₹1,000 = ₹40,000.
The company and every officer in default are liable to this penalty.

Answer: The company and every officer in default are liable to a penalty of ₹1,000 per copy, which is ₹40,000 for 40 copies.

Exam tips

Write the standard precisely: a special resolution under Section 14(1), subject to the Act and the memorandum, and a Central Government order for public to private conversion.
Keep the rules distinct: 15 days for filing altered articles under Section 14(2); noting in every copy under Section 15, with ₹1,000 per copy issued without the alteration.
In Section 15 problems, always show the multiplication: copies × ₹1,000.
Mention that Section 15 covers both the memorandum and the articles.
Close each case answer with a conclusion that applies the rule to the facts.

Practice questions from Memorandum and Articles of Association and its Alteration

Entrenchment Provisions and Filing Requirements: frequently asked questions

What is an entrenchment provision in the articles?

It is a clause making specified articles alterable only on conditions or procedures stricter than a special resolution. It protects key terms from easy change.

How are the articles altered, including to add an entrenchment provision?

Under Section 14(1), a company alters its articles by a special resolution, subject to the Act and its memorandum. The altered articles are then filed with the Registrar within 15 days under Section 14(2). The Act has a separate provision with the specific steps for entrenchment, so confirm them from the ICSI study material before answering with specifics.

What does Section 15 of the Companies Act, 2013 require?

Every alteration of the memorandum or articles must be noted in every copy. If a copy is issued without it, the company and every officer in default face a penalty of ₹1,000 per copy.

Do I file MGT-14 for an alteration of articles?

A special resolution is filed with the Registrar in electronic form, and MGT-14 is the form generally used for such resolutions. Check the current rules for the exact form and time limit before answering with specifics.