AOA Amendment
Updating a company's Articles of Association to reflect new governance rules, share transfer restrictions or investor rights, through shareholder approval and ROC filing.
The Articles of Association can be amended by passing a special resolution at a general meeting and filing Form MGT-14 with the Registrar within thirty days. Common reasons for amendment include adopting a new set of investor-friendly articles after a funding round, adding share transfer restrictions, or updating provisions to align with a shareholders' agreement.
What our AOA amendment service covers
Aligning your articles with how the company actually operates.
- Reviewing existing articles against the company's current shareholding and governance needs
- Drafting amended or replacement articles, including entrenchment clauses where required
- Preparing the special resolution and explanatory statement
- Filing Form MGT-14 with the Registrar within the statutory timeline
- Aligning articles with a shareholders' agreement or investment term sheet
- Updating the company's statutory records with the amended articles
Common triggers for amending the articles
Articles are often revisited at key company milestones.
Post-Funding Update
Investors typically require a fresh set of articles reflecting their rights after a funding round.
Transfer Restrictions
Adding pre-emption, tag-along or drag-along rights to govern how shares can change hands.
Governance Changes
Updating board composition, quorum or voting rights as the company's ownership evolves.
Our process
From initial consultation to completion.
Gap Assessment
Comparing existing articles with the company's current needs or agreements.
Drafting
Preparing amended clauses or a full replacement set of articles.
Resolution & Filing
Passing the special resolution and filing Form MGT-14 with the Registrar.
Record Update
Filing the amended articles in the company's statutory records and sharing with stakeholders.
Why outdated articles create risk
What sets our approach apart.
Articles override informal understandings
If a shareholders' agreement isn't reflected in the articles, the articles generally prevail in a dispute.
Investors will insist on updates
Funding rounds routinely require the articles to be amended before closing.
Entrenched provisions need extra care
Certain protective clauses require higher voting thresholds to amend once inserted.
AOA Amendment questions answered
What people ask before engaging us.
Need your Articles of Association updated?
We'll draft, resolve and file the amendment correctly.
