MOA Amendment – Alteration of Memorandum of Association
The Memorandum of Association (MOA) is the charter document of a company that defines its scope, objectives, and operational boundaries. As a business grows or restructures, changes to the MOA may become necessary to reflect updated business activities, capital structure, or registered office details. An MOA Amendment is a legally governed process under the Companies Act, 2013 and requires proper approvals and filings with the Registrar of Companies (RoC).
Transparent Packages
MOA Amendment Service.
- Resolution Drafting
- Special Resolution Filing
- MOA Alteration
- Form Filing (MGT-14/SH-7/INC-24)
- Govt Fees (Extra)
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What Is MOA Amendment?
MOA Amendment refers to the legal alteration of one or more clauses of the Memorandum of Association, including:
• Name Clause
• Registered Office Clause
• Object Clause
• Capital Clause
• Liability Clause
Any change in these clauses must follow the prescribed legal procedure and cannot be implemented without RoC approval.
**Legal Provisions Governing MOA Amendment**
MOA amendments are governed under the following sections of the Companies Act, 2013:
• Section 13 – Alteration of Memorandum
• Section 61 – Alteration of Share Capital
• Section 12 – Change of Registered Office
• Section 4 – Name clause regulations
Each clause of the MOA has a different approval and filing requirement.
Types & Reasons
Common Reasons for MOA Amendment
- Change in Business Activities: To add, remove, or modify the main or ancillary objects
- Change in Company Name: Rebranding or structural change
- Change in Registered Office: Shifting within same state or to another state
- Increase in Authorized Share Capital: To raise funds or issue additional shares
- Business Expansion or Diversification: Align legal structure with new models
Types of MOA Amendments
- Name Clause: Change in company name
- Object Clause: Addition or modification of business objectives
- Capital Clause: Increase or alteration of authorized capital
- Registered Office Clause: Change in location
- Liability Clause: Change in member liability (rare cases)
Procedure for MOA Amendment
Board Meeting
The Board approves the proposed amendment and authorizes the calling of a General Meeting.
Passing Special Resolution
Shareholders approve the MOA amendment through a Special Resolution.
Filing with RoC
Form MGT-14 is filed within 30 days of passing the resolution.
Government Approval
Certain amendments (e.g. inter-state office change, name change) require Central Government approval.
Issuance of Approval
Upon verification, the RoC registers the amended MOA.
Documents & Forms
Documents Required for MOA Amendment
- Board Resolution
- Special Resolution passed in General Meeting
- Altered MOA and AOA
- Notice and explanatory statement
- Digital Signature Certificate (DSC)
- Certificate of Incorporation
- Proof of registered office (if applicable)
Forms Involved in MOA Amendment
- MGT-14 – Filing of special resolution
- INC-22 – Change of registered office
- INC-24 – Name change approval
- SH-7 – Increase in authorized capital
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Key Features of a MOA Amendment
Object Clause Change
Add/modify business objectives.
Name Change
Rebranding or structural change.
Capital Increase
Raise authorised share capital.
Registered Office Shift
Change state or ROC jurisdiction.
Liability Change
Alter member liability structure.
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