Alteration of MOA/AOA

Alteration of MOA and AOA

The Memorandum of Association (MOA) and the Articles of Association (AOA) are the foundational documents of a company. The MOA defines the company’s scope and objectives, while the AOA contains the rules for internal governance.

Alteration of these documents is governed by the provisions of the Companies Act, 2013, and must follow the prescribed procedures and approvals.

The Memorandum of Association can be altered for various reasons, including:

  • Change in the name of the company (Section 13)
  • Change in the registered office (within the same state or to another state)
  • Alteration of the object clause
  • Alteration of the authorised share capital
  • Change in the liability clause or capital clause

Procedure for Alteration of MOA:

  • Board Meeting
  • Convene a Board meeting to approve the proposal and fix the date for the general meeting.
  • Member Approval
  • Pass a special resolution in the general meeting (as required under Section 13).
  • Filing with Registrar of Companies (RoC)

File the appropriate forms:

  • MGT-14 (for special resolution)
  • INC-24 (for name change, if applicable)
  • INC-23 (for shifting of registered office to another state)
  • SH-7 (for capital clause alteration)

Approval and Alteration

On approval from RoC or Central Government (where applicable), the MOA is altered accordingly.

The Articles of Association can be altered to reflect changes in internal rules, share capital structure, governance provisions, or to adopt a new set of Articles (e.g., conversion to a private or public company).

Common Reasons for Alteration:

  • Conversion from private to public company or vice versa
  • Introduction or removal of clauses relating to rights, shareholding, or governance
  • Adoption of new set of Articles

Procedure for Alteration of AOA:

  • Board Meeting
  • Approve the draft altered AOA and fix the date for the general meeting.
  • Special Resolution
  • A special resolution must be passed by members in a general meeting (Section 14).

Filing with RoC

File Form MGT-14 within 30 days of passing the resolution.

RoC Approval

Once the RoC approves the form, the altered AOA becomes effective.

Alterations must not violate any provisions of the Companies Act, 2013 or any other applicable laws.

Approval from the Central Government, Regional Director, or any regulatory authority may be required for certain changes.

The altered MOA/AOA must be in accordance with the format prescribed under Table A to Table J of Schedule I of the Companies Act, 2013.

Note:

Any alteration made in contravention of the Act or without the prescribed approvals may be rendered invalid and attract penalties under applicable provisions.