The Companies Act, 2013
Chapter-II Incorporation of Company and Matters Incidental Thereto
Section 14: Alteration of articles.
*14. (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:
1[Provided further that any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed:
Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.]
(2) Every alteration of the articles under this section and a copy of the order of the 2[Central Government] 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.
Reference
| Notification No. | Notification Date | W.e.f. | Provisions brought into force |
| S.O. 902(E) | 26-03-2014 | 01-04-2014 | Section 14 [Except second proviso to sub-section (1) and sub-section (2)] |
| S.O. 1934(E) | 01-06-2016 | 01-06-2016 | Second proviso to sub-section (1) and sub-section (2) |
1. Substituted by the Companies (Amendment) Act, 2019, w.e.f. 02.11.2018, for the proviso:
“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. Substituted by the Companies (Amendment) Act, 2019, w.e.f. 02.11.2018, for the words “Tribunal“.
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