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The Companies Act, 2013

Chapter II - Incorporation of Company and Matters Incidental Thereto (3-22)

Section 14- Alteration of articles

[Notification Date: 26.03.2014; Effective from: 01.04.2014 except second provisio to sub-section (1) and sub-section (2), which got notified on 01.06.2016 vide Notification No. S. O. 1934 (E) dated 01.06.2016] 

Section 14- Alteration of articles.[Corresponds to Section 31,44 of the Companies Act,1956];[Relevant Rule:33 of The Companies (Incorporation) Rules, 2014]

 (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:

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:

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.[second provisio notified w.e.f. 01.06.2016 vide Notification No. S. O. 1934 (E) dated 01.06.2016]

(2) Every alteration of the articles under this section and a copy of the order of the 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 - [Rule 33], who shall register the same.[sub-section (2) notified w.e.f. 01.06.2016 vide Notification No. S. O. 1934 (E) dated 01.06.2016]

(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.