Alteration of MOA/AOA

Let’s Start The Conversation.

Overview
Required Documents
Benefits
Process
FAQs

Overview

Every company registered in India is governed by its constitutional documents, namely the Memorandum of Association and Articles of Association. These documents define the scope of activities, powers, internal rules and regulations of the company. As business requirements change over time, companies may need to alter their MOA or AOA to align with new objectives, expansion plans, regulatory changes or restructuring. Such alteration must be carried out strictly as per the provisions of the Companies Act, 2013 and rules notified by the Ministry of Corporate Affairs.

The Memorandum of Association contains essential clauses such as name clause, registered office clause, object clause, liability clause and capital clause. If a company wants to change its business activities, shift its registered office from one state to another, change its name or increase authorised capital, alteration of MOA becomes necessary. Since MOA defines the fundamental structure of the company, any modification requires approval of shareholders and filing with the Registrar of Companies.

The Articles of Association, on the other hand, contain the internal rules for management of the company. It includes provisions related to issue and transfer of shares, rights of shareholders, appointment of directors, conduct of meetings and dividend policy. Companies may alter AOA to introduce new governance policies, modify share transfer restrictions, issue different classes of shares or adopt new regulatory requirements. Alteration of AOA generally requires passing a Special Resolution.

Alteration of MOA or AOA is a technical process that requires careful drafting, passing of proper resolutions and filing of necessary forms such as MGT 14 with the Registrar of Companies. Incorrect drafting or noncompliance can lead to rejection or penalties. BizGlobal provides complete assistance in drafting revised clauses, preparing board and shareholder resolutions, filing forms with ROC and ensuring that your company’s constitutional documents are legally updated without delay.

Required Documents

REQUIRED DOCUMENTS

Existing Memorandum of Association
• Existing Articles of Association
• Board Resolution approving alteration
• Notice of General Meeting with Explanatory Statement
• Special Resolution or Ordinary Resolution as applicable
• Copy of altered MOA or AOA
• Digital Signature Certificate of authorised director
• PAN and CIN of company
• Approval from relevant authority if required for specific changes

Advantage

Flexibility in Business Activities

Alteration of MOA allows the company to expand or modify its object clause. This enables the business to enter new sectors or introduce new services legally without facing regulatory restrictions.

Legal Compliance

Updating MOA and AOA ensures that the company remains compliant with changing laws and regulatory requirements under the Companies Act, 2013.

Improved Corporate Governance

Amending AOA helps in strengthening internal management rules, defining roles clearly and improving transparency in decision making.

Attract Investors

Investors prefer companies with updated and investor friendly articles. Alteration can introduce clauses related to share rights, exit options and protection mechanisms.

Structural Changes

Alteration allows change in company name, capital structure or registered office, enabling smooth restructuring as per business needs.

Reduced Legal Risk

Properly drafted alterations minimise disputes among shareholders and directors by clearly defining rights and responsibilities.

Enhanced Credibility

A company with properly maintained constitutional documents gains higher credibility in the market and with regulatory authorities.

Alteration of MOA/AOA

Board Meeting

A Board Meeting is conducted to approve the proposed alteration and to fix the date for General Meeting. Notice is issued to shareholders along with explanatory statement.

Shareholders Approval

A Special Resolution is passed for alteration of MOA or AOA. In certain cases such as change of name, additional approvals may be required.

ROC Filing

Form MGT 14 is filed with the Registrar of Companies within 30 days of passing the resolution along with altered MOA or AOA and certified copies of resolutions.

Approval and Record Update

Upon approval by ROC, the alteration becomes effective. The company updates its statutory registers, records and issues revised documents wherever necessary.