The following matters are to be considered while making alteration in the Articles of
Association:
1. Special Resolution is required to be passed under the Companies Act, 2013 in order to have following alteration in the Company:
(a) To convert Private Company into Public Company
(b) To convert Public Company into Private Company
Prior sanction of the Tribunal is required to be obtained before converting Public Company into Private Company.
The above mentioned alterations are subject to the conditions laid down under the Articles of Association.
2. If a private company as per the Companies Act makes such alterations in its Articles of Association so as to remove the limitations or restrictions included in it, it ceases to be a private company from the date of its alteration.
3. Special Resolution is required to be passed in case of alteration about increase in the remuneration of the Directors, Managing Director or Full time Director.
4. No alteration can be made in contravention of the provisions of paramount.
5. No alteration shall be made against any existing laws of India.
6. No alteration in contravention of the Memorandum of Association shall be permissible.
7. No alterations can be made in the Articles of Association which lead to cheating, fraud or coercion to the members.
8. The alteration in the Article of Association must have been made in the interest of a company.
9. Alteration in the Articles of Association shall not be made against the provisions of the Companies Act, 2013.