Changing your company’s MOA (Memorandum of Association) and AOA (Articles of Association) is necessary when your business goals change. Under the Companies Act, 2013, you will need board approval and a whole lot of complex paperwork for the ROC. The Startup Lab simplifies everything you need to know about changing the MOA and AOA in India.
What Are MOA and AOA?
- MOA defines your company’s scope, powers, and purpose.
- AOA is all about internal governance and management.
Both these documents act as a company’s constitution. If there is any shift in business structure or strategy, you will need to update these.
When Should You Change the MOA or AOA?
- If there’s any change in business activities (Object Clause)
- If there’s a need to revamp your company with a fresh name
- If there’s a need to expand your authorised share capital for future
- If you are moving your registered office to a new area
- Adjusting shareholder rights
- If you are re-building or fundraising
Types of Alterations
1. Change of Object Clause
Update your business activities when your company grow or expands.
2. Change in Name Clause
Needed when rebranding or due to mergers/acquisitions.
3. Change in Capital Clause
Before taking fresh shares, you have to double the authorised share capital.
4. Change of Liability Clause
Usually applicable during the conversion of company structure.
Step-by-Step Procedure for MOA & AOA Change in India
Step 1:
- Set up a board meeting
- Pass a Board Resolution requesting the change
- Authorise CS/expert to handle all those ROC filings
Step 2:
- Manage an Extra-Ordinary General Meeting (EGM)
- Make sure a Special Resolution gets passed under Section 13 or 14 of the Companies Act.
- Send out notices to all shareholders.
Step 3:
- File MGT-14 with ROC
- Now you have to pass on the special resolution via Form MGT-14 within the deadline of 30 days.
- Attach your updated MOA/AOA
Step 4:
- Update all relevant company records
- Share the new MOA and AOA with all stakeholders so that everyone’s informed.
- Make changes in statutory registers and records.
Documents Needed
- Board Decision
- Special Decision
- Notice of EGM
- Explanatory statement
- Changed MOA/AOA
- MGT-14 form and challan
Common Mistakes to Avoid
- Skipping the EGM altogether
- Delaying the MGT-14 filing past the deadline
- Inconsistency between Board and Shareholder resolutions
- Missing attachments or incorrect or wrong signature
FAQs
Yes, but it requires a special resolution and ROC approval.
You need to submit it in less than 30 days from the resolution date.
Yes, changes must be approved via a special resolution in the EGM.
Yes, unless the AOA depends on MOA clauses being changed.
Yes, unless free by a specific notification under Companies Act.
Late filing leads to penalties and delays in approving changes.
The Board starts the process, but it’s the shareholders who have to approve it.
If you are changing the authorised share capital clause, then yes, an alteration is necessary. Otherwise, there’s no need.
Always start by checking the MCA portal for the latest on your MGT-14 status and any company news.
Yes, you have to stay updated on the latest ROC and compliance rules.
Why Partner With The Startup Lab?
- Over 1,000 startups have already relied on us for legal set-up
- We offer hands-on ROC and compliance expertise
- Transparent, fast, and affordable service
Want to Update Your MOA or AOA With Expert?
Contact us and get end-to-end support from professionals.
Testimonials
Our Happy Customers
I want to thank the entire team at StartupLab, especially their incredible founder, Ms. Shruti Aggarwal, for the fantastic job they did in completing our international company registration. The process had its challenges, but their constant support in all aspects of company registration and operations made it so much smoother.If you're looking to register a company in India from abroad, I highly recommend reaching out to StartupLab for their company registration services, consultancy, and accounting support. Choosing them was one of the best decisions we made!
The internship was very fun... We got to learn lot of things and most importantly the instructors were very supportive.
It's rare to see a team working this professionnal in every department..
My llp registration was completed by them, and a buddy suggested them because he had registered a corporation with them... it was a pleasant process. Everything was spot on... and there was excellent time management.
They have done my llp resgistration and my friend recommended me because he had registered a company from them... it was a nice experience. everything was on point... and a nice time management.
The support that this team has provided me throughout is commendable. Guidance at each step at anytime, with a polite tone and smile on the face is praiseworthy.Thank-you guys!Kudos to your entire team!!
