Section 14 of Companies Act, 2013 – Alteration of Articles

  • Updated Till : March 26, 2017

SECTION 14. ALTERATION OF ARTICLES

[Effective from 1st April, 2014, second proviso to sub-section (1) & Sub- section (2) effective from 1st June, 2016]

(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.

(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, 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.

Applicable Rules

Companies (Incorporation) Rules, 2014

[Effective from 1st April, 2014]

Rule 33. Alteration of articles.—(1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in Form No. INC.27 with fee.

[1] [(2) subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company, a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in Form No.INC-27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal.]

Applicable Circulars

Clarification for filing of form No. INC.27 for conversion of company from public to private under the provisions of Companies Act, 2013

Circular No. 18/2014, dated 11-6-2014

Attention of the Ministry has been drawn to difficulties being faced by stakeholders while filing form INC.27 for conversion of a public company into a private company. The relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified. In view of this, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Companies Act, 2013 are notified. The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of Companies (ROCs) vide item No. (c) of the notification number S.O. 1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, therefore, have to be filed and disposed as per the earlier provisions.

Applicable Notification

Delegates to the Registrar of Companies power and functions vested under specified sections of the Companies Act 1956

Notification No. SO1538 (E), dated 10.07.2012

In exercise of the power conferred by sub-section (1) of section 637 of the Companies Act 1956 (1 of 1956), and in supersession of the notification of the Government of India, in the then Department of Company Affairs, number G.S.R. 222(E), dated the 17th March, 2011, except as respects things done or omitted to be done before such supersession, the Central Government hereby delegates to the Registrar of Companies, the power and functions vested in it under the following sections of the said Act, subject to condition that the Central Government may revoke such delegation of powers or may itself exercise the powers and function under the said sections, if in its opinion such a course of action is necessary in the public interest, namely:

(a) section 21,

(b) section 25,

(c) proviso to sub section (1) of section 31,

(d) sub section (1D) of section 108,

(e) section 572.

  1. The powers and functions under sub-section (1D) of section 108 shall be exercised and performed either by the Registrar of Companies of the State in which the registered office of the Company is situated, or by the Registrar of Companies of the State in which the applicant ordinarily resides.
  2. This notification shall come into force with effect from 12th August, 2012.

 

[1] Substituted by the Companies (Incorporation) fourth Amendment Rules, 2016, vide Notification No. F.No. 1/13/2013/CL-V dated 1st October, 2016. Prior to the substitution it read as under:

“A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation.—For the purposes of this sub-rule, the term competent authority” means, the Central Government.”

 

 

Recent Articles

Recent Legal updates