Search Resolutions Here

Special Resolution adoption of new set of Articles of Association

special resolution for adoption of new set of articles of association as per companies act 2013In accordance with section 14 of the Companies Act, 2013, a company may alter its articles of association only after obtaining the approval of the members/shareholders by a special resolution.


Template of such special resolution for adoption of new set of articles is as follows—

SAMPLE

#. To Adopt a New Set of Articles of Association as per Companies Act, 2013

To consider and if thought fit, to pass the following resolution with or without modification(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14, or any other applicable provisions of the Companies Act, 2013 (‘the Act’), read with the Companies (Incorporation) Rules, 2014, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, the consent of the members of the company be and is hereby accorded to substitute the existing Articles of Association of the company with a new set of Articles of Association as per the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT Ms. ....................., Managing Director and Mr. ....................., Company Secretary of the company be and is hereby severally authorized to do all such acts and deeds as may be necessary or incidental in this regard to give effect to the foregoing resolution including filing of all the necessary e-forms with the office of the Registrar of Companies, ...............”



Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

Item No. ...:

The existing Articles of Association (AoA) are based on the Companies Act, 1956 (the 'erstwhile Act') and several regulations in the existing AoA contained references to specific sections of the erstwhile Act and some regulations in the existing AoA are no longer in conformity with the Companies Act, 2013 (the 'new Act').

With the coming into force of the new Act, several regulations of the existing AoA of the company require alteration or deletion. Accordingly, it is proposed to replace the entire existing AoA by a set of new Articles.

The new AoA to be substituted in place of existing AoA are based on Table-F of the Companies Act, 2013 which sets out the model Articles of Association for a company limited by shares.

A copy of the proposed set of new articles of Associations of the company would be available for inspection at the registered office of the company during the business hours on any working day between 11am to 1:30pm up to the date of the Annual General meeting.

None of the Directors and Key Managerial Personnel of the company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.

The Board commends the passing of the resolution set out at Item No. ... for the approval of the members of the company by a special resolution.


.............................................................................

NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

.............................................................................


Relevant Resolution:

Special Resolution for Adoption of new set of Memorandum of Association (MoA) - format available here

Comments

  1. Brijesh Sarangi9/17/2019

    Learning the drafting process...

    ReplyDelete

Post a comment

Leave Your Comments Here