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Alteration of the MOA

The Memorandum of Association is a company’s charter, setting out its name, registered office, objects, liability, and capital. Changing any of these clauses requires a special resolution of the shareholders and the filing of Form MGT-14, with some changes also needing Central Government approval. Samkhya handles every kind of MOA alteration for your company.

Alteration of the MOA: A Detailed Guide

The Memorandum of Association (MOA) is the foundational document of a company, and its five clauses, the name, the registered office (situation), the objects, the liability, and the capital, define what the company is and can do. Any change is made under Section 13 of the Companies Act, 2013 by a special resolution of the members, and the resolution is filed in Form MGT-14 within 30 days. Some alterations need only this, for example, the objects or capital clause, while others need Central Government (Regional Director) approval, such as a name change (Form INC-24) or a shift of the registered office between states (Form INC-23). Each clause has its own route and form, but a special resolution and MGT-14 are common to them all.

Why Alter the MOA

Altering the MOA serves several purposes:

  • Reflects Change: It keeps the charter aligned with the company as it evolves.
  • New Activities: It allows the objects to cover new lines of business.
  • Rebranding: It enables a change of the company’s name.
  • Relocation: It supports shifting the registered office.
  • More Capital: It raises the authorized capital ceiling.
  • Legal Validity: It keeps the company’s actions within its charter.

The Five Clauses

The Memorandum has five clauses:

  • Name Clause: Changed by special resolution and approval, with a fresh certificate.
  • Situation Clause: Changed to shift the registered office, sometimes with RD approval.
  • Objects Clause: Changed to add or alter the company’s business activities.
  • Liability Clause: Altered in the limited cases the Act allows.
  • Capital Clause: Changed to increase the authorized share capital.
  • Common Thread: Each change needs a special resolution and MGT-14.

What an Alteration Needs

An MOA alteration requires:

  • Board Resolution: The board approves and calls a general meeting.
  • Special Resolution: The members pass a special resolution.
  • MGT-14: The resolution is filed in MGT-14 within 30 days.
  • Altered MOA: The relevant clause of the Memorandum is updated.
  • Clause-Specific Form: The form for that clause is filed, where applicable.
  • Approval if Needed: Central Government approval is obtained where required.

When the MOA Is Altered

The MOA is altered:

  • When the company changes its name.
  • When it shifts its registered office.
  • When it adds or changes its business objects.
  • When it increases its authorized capital.
  • When the liability clause is altered, in the cases allowed.

The Process

An MOA alteration begins with a board resolution approving the change and convening a general meeting, where the members pass a special resolution. The relevant clause of the Memorandum is altered, and the company files Form MGT-14 with the Registrar within 30 days, attaching the resolution and the altered MOA. Where the clause requires it, a further form is filed and Central Government (Regional Director) approval obtained, for instance, INC-24 for a name change or INC-23 for an inter-state office shift. Once the filings are approved on the MCA V3 portal, the altered Memorandum takes effect, and for a name change a fresh Certificate of Incorporation is issued.

Documents Required

For the Alteration:

  • The board and special resolutions, and the notice and explanatory statement of the general meeting.
  • The altered Memorandum.

Supporting:

  • The clause-specific attachments, such as the name-approval letter for a name change or the proof of the new address for an office shift.
  • Any Central Government approval where required.

MOA Alteration Process

An MOA alteration follows a clear sequence:

  1. Decide which clause is to be altered.
  2. Pass a board resolution and call a general meeting.
  3. Pass the special resolution approving the change.
  4. Alter the relevant clause of the Memorandum.
  5. File MGT-14 within 30 days with the resolution and MOA.
  6. File the clause-specific form and obtain approval where needed.
  7. Receive the updated records or fresh certificate.

Alter your MOA with Samkhya

Altering your MOA with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Tell us what to change: Share which clause you wish to alter.
  • We prepare the resolutions: We draft the resolutions and altered MOA.
  • Fill the form: Complete our online form and provide the documents.

From there, our team handles the resolution, altered MOA, and the relevant filings.

After the Alteration

Once the MOA is altered:

  • MOA Updated: The Memorandum reflects the altered clause.
  • Records Aligned: The MCA records show the change.
  • Fresh Certificate: A name change brings a fresh certificate of incorporation.
  • Update Stakeholders: Banks, authorities, and records are updated.
  • CIN Unchanged: The company’s CIN stays the same.
  • Keep Records: Retain the resolutions and the altered MOA.

Fees and Timeline

The cost of an MOA alteration depends on the clause being changed. The MGT-14 filing carries a modest fee, but clause-specific steps add to it, a capital increase attracts stamp duty on the increase, and a name change or office shift carries its own form fees and, where applicable, the cost of Regional Director approval and newspaper notices. The common discipline is the 30-day deadline for filing MGT-14 from the special resolution; missing it brings the usual per-day additional fees. Timelines vary by clause: a simple object change is quick, while an inter-state office shift or a name change can take several weeks because of the approval and certificate stages. Planning the right route for the specific clause keeps the alteration smooth.

MOA Alteration at a Glance

Clause Change Key Form
Name Rename the company. INC-24, INC-25.
Situation Shift the office. INC-22, INC-23.
Objects Change activities. MGT-14.
Capital Raise the ceiling. SH-7.
Common Special resolution. MGT-14.

Frequently Asked Questions

What is the MOA?

The Memorandum of Association is a company’s charter, setting out its name, registered office, objects, liability, and capital in five clauses.

How is the MOA altered?

Any clause is altered by a special resolution of the members under Section 13, with the resolution filed in Form MGT-14 within 30 days.

Which alterations need extra approval?

A name change and an inter-state office shift need Central Government (Regional Director) approval, while an object or capital change generally does not.

What is Form MGT-14?

MGT-14 is the form that records a special resolution with the Registrar, filed within 30 days for an MOA alteration and many other resolutions.

Does the CIN change?

No. The company’s CIN stays the same through an MOA alteration, including a name change; only the relevant clause changes.

How long does it take?

A simple clause change is quick, while a name change or inter-state office shift can take several weeks due to approval and certificate stages.