MOA Amendment

Amend your Memorandum of Association (MOA) legally under the Companies Act, 2013, to reflect changes in your company’s objectives, capital, or structure. We provide complete assistance with drafting resolutions, filing MGT-14, and ROC approvals. Ideal for companies restructuring or expanding operations. Update your MOA with 100% legal compliance and expert guidance.

1,64,739 Happy Customers

Expert Consultation

99.9% customers satisfaction guaranteed.
No Hidden charges

MOA Amendment in India

Every business evolves with time. What starts as a single idea can grow into something much bigger, such as new products, fresh markets, and a wider reach. However, as your business transforms, your foundational legal document, the Memorandum of Association (MOA), which is not just a legal formality, needs to be amended. MOA is the legal blueprint that defines your company’s name, location, business goals, capital structure, and more.

If you are changing the name of your company or its registered office, expanding into new sectors, or increasing your share capital, you will need to amend your MOA accordingly. These changes are not as simple as updating a Word document. Amending the MOA is a legally guided process under the Companies Act, 2013. It involves board decisions, special resolutions, filings with the Registrar of Companies (ROC), and sometimes even government approvals.

Whether you are a company founder, director, compliance professional, or someone just trying to understand the law, we will help you clearly understand the MOA and the legal implications of amending it.

What is MOA (Memorandum of Association)?

The Memorandum of Association (MOA) is a legal document that outlines a company's scope, structure, and fundamental details. It defines how the company carries out its key activities, how it will interact with the outside world, and how its actions will be bounded within the boundaries of its objectives.

Key Clauses in the MOA

1. Name Clause: It specifies the official name of the company.

2. Registered Office Clause: This clause shows the state or union territory where the company's registered office is located.

3. Object Clause: It defines the primary objectives and scope of activities undertaken by the company. The clause is divided into three main parts:

Main Objects: The core activities the company plans to pursue.
Incidental or Ancillary Objects: Activities necessary for achieving the main objectives.
Other Objects: Any additional activities the company may undertake in the future.

4. Liability Clause: It defines the extent of liability for the company's members.

5. Capital Clause: This clause details the company's authorized share capital, including the total amount and division into fixed-value shares.

6. Subscription Clause: This clause contains the names, addresses, and shareholding details of the initial subscribers (founders) who agree to take shares and form the company.

When can the MOA of a Company be Amended?

The Memorandum of Association (MOA) of a company in India can be amended under specific circumstances as outlined in the Companies Act, 2013, such as:

1. Name Clause: To change the company's name, a special resolution must be passed by the shareholders. If the change involves adding or removing the word "Private," no central government approval is required. However, other name changes necessitate such approval.

2. Registered Office Clause: Relocating the Registered Office:

Within the same city, town, or village: Requires a board resolution.
Outside local limits but within the same state under the same Registrar of Companies (ROC): Needs a special resolution.
To another state: Demands a special resolution and central government approval.

3. Object Clause: It is one of the most crucial components of a company’s MoA. It tells the public, shareholders, creditors, and regulators what the company intends to do and what it legally can do. Altering the company's objectives requires a special resolution. If the company has raised funds from the public and has unutilized amounts, it must:

Publish details of the resolution in newspapers (one in English and one in a vernacular language) where the registered office is located.
Provide dissenting shareholders an opportunity to exit, as per regulations set by the Securities and Exchange Board of India (SEBI).

4. Liability Clause: To change the liability of members, a special resolution must be passed and filed with the ROC within 30 days. It is pertinent to note that while the liability of directors can be unlimited, the liability of shareholders cannot be increased without their consent.

5. Capital Clause: Any change in the authorized share capital of the company, such as increasing authorized share capital or reclassifying shares, requires an ordinary resolution, provided the Articles of Association permit such alterations. The company must file the resolution with the ROC within 30 days.

6. Subscription Clause: This clause lists the MOA's initial subscribers and their shareholdings. It remains unalterable after incorporation.

Step-by-Step Procedure to Amend Various Clauses of MOA

1. Amending the Name Clause

To change the name of the company:

Pass a Board Resolution: Convene a Board Meeting to pass a resolution in which the proposed name change is approved, and schedule an Extraordinary General Meeting (EGM).
Reserve a Name for your company: Use the RUN (Reserve Unique Name) service to apply to the Ministry of Corporate Affairs (MCA) for name approval.
Pass a Special Resolution: In the RGM, pass a special resolution approving the name change.
Filing with MCA: Submit Form MGT-14 within 30 days of passing the resolution and Form INC-24 after MGT-14 approval, along with the requisite fees.
Certificate of Incorporation: Upon approval, the Registrar will issue a new Certificate of Incorporation reflecting the name change.

2. Change in Registered Office of the Company

Within the Same City/Town/Village:

Board Resolution: Approve the change of address of the company.
Filing with MCA: File Form INC-22 with the new address details within 30 days at the MCA.

Within the Same State but Different ROC Jurisdiction:

Board Resolution: Approve the change and call for an EGM.
Special Resolution: Pass a special resolution changing the name of a company during the EGM.
Filing with MCA: File Form MGT-14 and Form INC-22 with the MCA.

From One State to Another:

Board Resolution: Approve the change and call for an EGM.
Special Resolution: Pass a special resolution changing the name of a company during the EGM.
Filing with MCA: File Form MGT-14 and Form INC-23 to seek approval from the Central Government.
Upon Approval: File Form INC-28 and Form INC-22 with the MCA.

3. Object Clause

To alter the company's objectives:

Board Meeting: Approve the proposed changes and schedule an EGM.
Special Resolution: Pass a Special Resolution during the EGM to amend the object clause.
Filing with MCA: Submit Form MGT-14 within 30 days of passing the resolution.
Public Notice: If the company has unutilized funds raised from the public, publish a notice of the change in newspapers (one in English and one in the local vernacular language) and provide an exit opportunity to dissenting shareholders.

4. Liability Clause

To change the liability of members:

Board Meeting: Approve the proposed alteration and call for an EGM.
Special Resolution: Pass a special resolution during the EGM to amend the liability clause.
Filing with MCA: Submit Form MGT-14 within 30 days of the resolution.

5. Capital Clause

To alter the authorized share capital:

Board Meeting: Approve the increase in authorized share capital and schedule an EGM.
Ordinary Resolution: Pass an Ordinary Resolution during the EGM to amend the capital clause.
Filing with MCA: Submit Form SH-7 within 30 days of passing the resolution.
Amend MOA: Update the capital clause in the MOA to reflect the new authorized capital.

Amendment of MOA While Changing the Objects of the Company

Changing the object clause in the Memorandum of Association (MOA) is a necessary legal process that reshapes the company’s ability to conduct its business lawfully. The MOA acts as a company's charter and legally defines the range of activities it can carry. Any act or contract beyond its stated objects is considered ultra vires, meaning "beyond the powers". Anything done beyond the powers of the objectives of the company is deemed void and unenforceable, regardless of the shareholders' consent.

This principle, known as the Doctrine of Ultra Vires, ensures that a company stays within the boundaries of its stated objectives. To lawfully alter its objects, a company must pass a special resolution under Section 13 of the Companies Act, 2013. The change in the object of the company must be justified, reasonable, and aligned with the company’s growth plans. After the resolution is passed in the general meeting, the company must file Form MGT-14 with the Registrar of Companies within 30 days, along with a certified copy of the resolution and an altered copy of the MOA. Once the ROC reviews and approves the changes, the revised MOA becomes legally effective, and the company will be allowed to pursue its new line of business.

Relationship Between MOA and AOA: Why the AOA May Need Amendment First

The Memorandum of Association (MOA) defines the objectives and external limits of the company, such as its name, objectives, powers, and capital. The Articles of Association (AOA) govern the internal management of the company, such as rules for issuing shares, director powers, and meeting procedures. However, these two documents often intertwine in practice. For example, a company may wish to increase its authorised share capital (Capital Clause in MOA). Still, the AOA might not allow such an increase without a vote of the shareholders or specific provisions.

In such cases, the AOA must be amended first to permit the change before the MOA can legally be updated. Similarly, if the AOA restricts alteration of the object clause or limits the business scope, that restriction must be lifted via amendment. This sequencing ensures that changes to the MOA are legally harmonious with internal company rules, avoiding conflict and potential rejection by the Registrar of Companies (ROC). Therefore, before initiating an MOA amendment, it is critical to cross-check both documents and align them accordingly.

Things to Keep in Mind While Amending the MOA

The Subscription Clause CanNot Be Changed: The subscription sheet in the MOA records the original subscribers at the company's incorporation and initial shareholding. This record is permanent and does not change, no matter how many new shareholders join later. It cannot be altered while amending the MOA.
Check the Articles of Association (AOA): Before amending any clause in the MOA, ensure the AOA does not restrict such changes. If it does, the AOA must be amended first.
Doctrine of Ultra Vires Applies: Ensure the new object or activity aligns with the amended object clause. Any act beyond the MOA is ultra vires (beyond company powers) and legally void.
Use the Correct Resolution Type: Most MOA amendments require a special resolution. Using an ordinary resolution by mistake can invalidate the process.
Follow Timelines Strictly: Forms like MGT-14 or SH-7 must be filed within 30 days of passing the resolution. Delay invites penalties and non-compliance issues.
Public Notice is Mandatory (if applicable): If the company has unutilized public funds, changes to the object clause require publishing notices in newspapers and offering exit options to dissenting shareholders as per SEBI rules.

Why Choose Kanakkupillai?

When you are mending your company’s MOA, you need more than a service provider. You need a partner who understands the law and your business.

We simplify the legal process: Whether you are changing your company name, expanding your objectives, or increasing authorized capital, we make the process clear and manageable.
We take care of the paperwork, end to end: Legal formalities can be time-consuming and overwhelming. Our team handles everything from drafting resolutions and filing forms to coordinating with the Registrar of Companies. You do not have to worry about updates or missed steps.
We ensure timely filings and full compliance: Missing deadlines can lead to penalties or delays in approval. With us, you will never have to worry. We stay ahead of due dates, maintain proper documentation, and keep you informed at every stage.
Transparent pricing with no hidden charges: What we quote is what you pay. Our pricing is clear, fair, and upfront, with no hidden fees!
Trusted by thousands of businesses across India: From startups and private companies to large enterprises, over 1,00,000 businesses have trusted Kanakkupillai for their legal and compliance needs. We bring that experience to every client we serve.

Frequently Asked Questions

Is changing the object clause a simple internal decision? +

It is a formal legal process that requires shareholder approval through a special resolution and filing with the ROC. If public money is involved, there are also SEBI guidelines.

Can a company do business outside its stated objects before updating the MOA? +

No. If a company ever does business outside the scope of its stated objects, that would be considered ultra vires, i.e., beyond the company’s legal boundary. Such actions are invalid, even if all shareholders agree.

What is the Doctrine of Ultra Vires in simple terms? +

A company cannot act beyond what’s mentioned in its MOA. Anything outside that scope is void in the eyes of the law, and the company cannot be held to it.

What if the company has unutilized funds from a public offer? +

In that case, the company must publish details of the object change in newspapers (English + regional language) and offer an exit option to shareholders who disagree with the change.

Does the Registrar automatically accept the object change after filing? +

No. The ROC reviews the documents, checks compliance, and only then approves the amendment. The change is effective only after approval, not just after passing the resolution.

Is it necessary to check the Articles of Association before amending the MOA? +

Yes. If the AOA restricts such amendments, it must be altered first. Otherwise, the ROC may reject the MOA change due to inconsistency between the two.

How long does a company have to file after passing the resolution? +

The company must file Form MGT-14 within 30 days of the special resolution. Any delay may result in penalties or the rejection of the amendment.