Section 31 of the Companies Act states that the amendment of any provision in the articles will requires a special resolution of members. A company is free to incorporate under different articles of association, or to amend its articles of association at any time by a special resolution of its shareholders, provided that they meet the requirements and restrictions of the Companies Acts. In business or commercial law, special resolution is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution. The precise figures vary in different countries, but commonly an extraordinary resolution must be affirmed by not less than 75% of members’ casting votes, whereas an ordinary resolution only requires a bare majority.
Any alteration so made shall, subject to the provisions of this Act, be as valid as if originally contained in the articles and be subject in like manner to alteration by special resolution. Where a company has passed a resolution to amend or repeal its articles, that
The alteration of company’s articles is also subject to some limitation on the members’ voting power. The member must vote in the best interests of the company as a whole. Although a member may exercise his votes freely, it must not result in the oppression of other members or be tainted with male fide. There are majority shareholders altering the articles due to the prejudice of minority. To prevent this to happen, therefore alteration of company’s articles had subjected some limitation on member’s voting power. The court will not going to interfere the freedom of voting of the shareholders, unless unreasonable decision is made.
Article of association of the company is charter document of the company.
Yes if the company need any modification in AOA at any point of time they can be amend it.
Articles usually contain provisions relating to the following matters- 1. Share capital including sub division thereof, rights of various shareholders, the relationship of these rights, payment of commission, share certificates, 2. Lien of shares 3. Calls on shares 4. Transfer of shares 5. Transmission of shares 6. Forfeiture of shares 7. Surrender of shares 8. Conversion of shares into stock 9. Share warrant 10. Alteration of capital 11. General meetings and proceedings thereat 12. Voting rights of members, voting by poll, proxies 13. Directors, including first directors or directors for life, their appointment, remuneration, qualifications, powers and proceedings of Board of directors’