Section 31 - Alteration of articles by special resolution. - Companies Act, 1956

Alteration of articles by special resolution. [1] 31. (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may, by special resolution, alter its articles: [2] [ Provided that no alteration made in the articles under this sub-section which has the effect of converting a public company into a private company, shall have effect unless such alteration has been approved [3] by the Central Government. [4] ] (2) 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 altera tion by special resolution. [5] [(2A) Where any alteration such as is referred to in the proviso to sub-section (1) has been approved by the Central Government, a printed copy of the articles as altered shall be filed by the company with the Registrar within one month of the date of receipt of the order of approval.] (3) The power of altering articles under this section shall, in the case of any company formed and registered under Act No. 19 of 1857 and Act No. 7 of 1860 or either of them, extend to altering any provisions in Table B annexed to Act 19 of 1857, and shall also, in the case of an unlimited company formed and registered under the said Acts or either of them, extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding that those regulations are contained in the memorandum. ----------------------- Notes:- [1] See e-Form 62, Companies (Central Government's) General Rules Forms, 1956. [2] Inserted by the Companies (Amendment) Act, 1960, 65 of 1960, section 11. [3] The application is to be made in e-Form IB vide rule 4B of the Companies (Central Government's) General Rules and Forms, 1956. See also rule 20A. [4] The power now are delegated to the under this section to Registrars of Companies vide Notification No. GSR 281(E), dated 21-3-1995. [5] Inserted by the Companies (Amendment) Act, 1960, 65 of 1960, section 11.