Change in MOA of Company
Alter your company's Memorandum of Association end to end, from the board and shareholder resolutions right through to the MGT-14 filing and ROC approval.
A company's Memorandum of Association, or MOA, is its charter. It sets out the company's name, its registered office, and above all the objects, meaning the business activities the company is allowed to carry on. Over time a company often outgrows its original MOA, because it wants to expand into new activities, change its name, shift its registered office, or increase its authorised capital. Changing the MOA means altering the relevant clause through a shareholders' special resolution and filing it with the Registrar of Companies in Form MGT-14 within 30 days. AMpuesto handles the whole change for you, from drafting the resolutions to the ROC filing and approval, so your MOA reflects what your business actually does.
Documents required
- Certificate of Incorporation of the company
- Current MOA and AOA
- The proposed change and the amended clause
- Board resolution and notice of the general meeting
- Details of directors and shareholders, with their approval
- Digital Signature Certificate of a director
What you will get
- Board and shareholder resolutions drafted for the change
- The altered MOA prepared in the correct format
- Form MGT-14 filed with the ROC within the due date
- Any additional form filed, such as INC-24, INC-23, or SH-7
- ROC approval and your updated MOA, with a fresh Certificate of Incorporation where it applies
- A CA available for questions through the process
What is a Memorandum of Association?
The Memorandum of Association is the foundation document of a company under Section 4 of the Companies Act, 2013. It defines the company's identity and the limits within which it can operate, and a company cannot lawfully act beyond it. The MOA is made up of six clauses:
- Name clause: the registered name of the company.
- Registered office clause: the state in which the registered office sits.
- Object clause: the activities the company is formed to carry on.
- Liability clause: the extent of the members' liability.
- Capital clause: the authorised share capital of the company.
- Subscription clause: the first subscribers and the shares they take.
Altering any of these means changing the MOA, and each clause has its own process.
When do you need to change the MOA?
A company changes its MOA whenever its plans move beyond the original document. The common triggers are:
- Expanding the object clause to add new business activities
- Changing the company's name
- Shifting the registered office to another state
- Increasing the authorised share capital
Acting outside your object clause is void
Expanding the object clause is the most common change, because a company cannot carry on an activity that its objects do not cover. Acting beyond the object clause is ultra vires, which makes the act void.
So the MOA has to be widened before the new activity begins, not after. A contract signed outside your objects is not simply irregular, it is unenforceable, which is why this is worth doing in the right order.
Types of MOA alteration, and how each works
Each clause follows its own route, and the form you file depends on what you change.
Object clause
MGT-14 within 30 daysPass a special resolution and file Form MGT-14 within 30 days. Central Government approval is no longer needed for an object change.
Name clause
MGT-14 and INC-24Reserve the new name, pass a special resolution, and apply to the Central Government in Form INC-24. The ROC then issues a fresh Certificate of Incorporation in the new name.
Registered office clause
MGT-14 and INC-23A change within the same state is simpler, while shifting to another state needs a special resolution and Regional Director approval in Form INC-23, with notice to your creditors.
Capital clause
SH-7, no MGT-14Increasing the authorised capital needs an ordinary resolution, where the articles allow it, and Form SH-7 within 30 days. It does not need MGT-14. If you are also issuing share capital, that is a separate filing.
Liability clause
Special resolutionAny change to the liability clause needs a special resolution.
Which resolution and form applies
| Clause changed | Resolution | Form filed |
|---|---|---|
| Object clause | Special resolution | MGT-14 |
| Name clause | Special resolution | MGT-14 and INC-24 |
| Registered office (inter-state) | Special resolution | MGT-14 and INC-23 |
| Capital clause (authorised) | Ordinary resolution | SH-7 |
How the change works
Board meeting
The board approves the proposed change and calls a general meeting.
Notice of meeting
We send the members a notice at least 21 clear days in advance, with the resolution.
Special resolution
The members pass the resolution, with at least 75% of those voting in favour.
File MGT-14
We file Form MGT-14 with the ROC within 30 days of the resolution, with the altered MOA.
Additional filings
Where the change needs it, we file INC-24 for a name, INC-23 for a state shift, or SH-7 for capital.
ROC approval
The ROC registers the alteration, and issues a fresh Certificate of Incorporation where the change requires one.
How long it takes
2 to 3 weeksAn object or capital change usually completes in about two to three weeks, while a name change or an inter-state office shift takes longer because of the extra approval from the Central Government or the Regional Director.
What it costs
MGT-14: ₹200 to ₹600The government fee for MGT-14 runs from ₹200 to ₹600 depending on your authorised capital, and a name change adds the ₹1,000 name reservation fee. On top of the government fees sits our professional fee.
How AMpuesto helps
Tell us what you want to change and share your current MOA and incorporation details. We draft the board and shareholder resolutions, prepare the altered MOA, and file Form MGT-14 along with any INC-24, INC-23, or SH-7 the change needs. We follow it through to ROC approval and hand you the updated MOA. One point of contact runs it from resolution to approval.
Why file the change through a Chartered Accountant
Altering the MOA is a legal process where the wrong resolution or a missed form sets you back weeks, and an object clause that does not cover your activity leaves your contracts exposed. Getting the clause, the resolution, and the form right is what keeps it clean.
MOA changes are event-based filings, so they sit alongside your yearly obligations under private limited annual filing, and alongside other event filings such as a change of director or a change of company name.
Frequently asked questions
What is a Memorandum of Association?
How do I expand the object clause of my MOA?
Which form is filed to change the MOA?
What does an MOA amendment cost?
How long does it take to change the MOA?
Does increasing authorised capital need a special resolution?
Is a new Certificate of Incorporation issued?
Can I change the AOA at the same time?
Make your MOA match your business
Tell us which clause needs changing. We draft the resolutions, file MGT-14 and whatever else applies, and see it through to ROC approval.
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