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MOA and AOA Amendment in India
If you’re looking to alter the structure or scope of your business operations, modifying the Memorandum of Association (MOA) or Articles of Association (AOA) is essential. These documents form the constitutional foundation of your company and govern its internal management and external scope of activities.
Whether you plan to change your company name, shift your registered office, expand business objectives, or alter share capital structure—every change begins with an amendment to the MOA or AOA.
In this comprehensive guide by India Company Setup, we explain the procedures, requirements, forms, and timelines associated with MOA and AOA amendments in India under the Companies Act, 2013.
What Are MOA and AOA?
Before diving into the amendment process, it’s important to understand what MOA and AOA represent.
Memorandum of Association (MOA)
The MOA is a legal document that defines a company’s relationship with the outside world. It outlines:
• Name of the company
• Registered office address
• Objectives (main, ancillary, and other)
• Liability of members
• Capital structure
• Subscriber details
Any activity outside the scope of the MOA is considered ultra vires and is legally void.
Articles of Association (AOA)
AOA defines the internal rules and day-to-day operations of a company. It covers:
• Shareholder rights
• Director responsibilities
• Meeting procedures
• Dividend declarations
• Share transfers and more
Why and When to Amend MOA or AOA?
Amendments are necessary whenever a company plans to undertake structural or operational changes. Common scenarios include:
Changes Requiring MOA Amendment:
Change in company name
Change in registered office (state-to-state or ROC jurisdiction)
Change in object clause (e.g., expanding business activity)
Change in authorized share capital
Conversion of company type (e.g., Pvt Ltd to Public Ltd)
Changes Requiring AOA Amendment:
Rights and duties of members
Appointment or powers of directors
Shareholding structure
Share transfer rules
Dividend policy
Change in quorum or voting rights
Penalties for Non-Compliance
Failing to meet compliance deadlines can result in:
Daily penalties
High late fees for delayed filings
Legal repercussions for directors and the company
Maintaining timely compliance is essential to safeguard the company’s legal standing and reputation.
Legal Provisions Governing Amendments
The amendment of MOA and AOA is governed by the Companies Act, 2013, and rules made thereunder.
• Section 13 – Amendment of MOA
• Section 14 – Amendment of AOA
• Rule 29, Companies (Incorporation) Rules, 2014
• Section 61 – Alteration of share capital
• Approval of Registrar of Companies (ROC) and sometimes Regional Director (RD) required
Process for MOA and AOA Amendments
Step 1: Board Meeting
Call a board meeting and pass a resolution:
To propose amendment
Approve notice for Extra-Ordinary General Meeting (EGM)
Authorize a director or company secretary to handle compliance
Step 2: Convene EGM
Hold the EGM and pass a Special Resolution for the proposed changes. At least 75% of the members must approve.
Step 3: Filing with ROC
Depending on the type of amendment:
For MOA amendment: File Form MGT-14 with:
Certified true copy of special resolution
Amended MOA
EGM notice and explanatory statement
Board resolution
For AOA amendment: File Form MGT-14 with:
Certified true copy of special resolution
Amended AOA
EGM notice
Board resolution
For capital changes: Additionally file Form SH-7
For name change: Also file Form INC-24 and obtain Central Government approval
For change in registered office to another state: File Form INC-23 and get RD approval
Step 4: Issue Fresh MOA and AOA
Once ROC approval is granted, issue a revised MOA and AOA to reflect the amendments.
Types of MOA and AOA Amendments
Let’s explore the most common types of amendments in more detail:
Change in Company Name
Requires name reservation via RUN or SPICe+
Board and member approval
Form MGT-14 and INC-24 filing
CG approval for existing companies (not for new ones)
Change in Object Clause
Useful when expanding into new businesses
Requires special resolution
Update all contracts and licenses after change
Change in Registered Office
Within same city: Simple filing
Within same ROC jurisdiction: File INC-22
From one ROC to another within the same state: Requires approval
State-to-state change: Needs RD approval via INC-23
Change in Authorized Capital
File Form SH-7
Pay stamp duty as applicable in the respective state
Change in AOA for Conversion
Private to Public Company or vice versa
Company to LLP conversion
Requires alteration of all relevant clauses
Documents Required for Amendment
• Certified true copy of Board Resolution
• Certified copy of Special Resolution
• Draft Amended MOA or AOA
• Notice of EGM with explanatory statement
• Form MGT-14 (within 30 days of EGM)
• Form SH-7 (if capital change)
• INC-24 (if name change)
• INC-23 and RD Order (for state change)
Timeline for Amendment
Activity | Timeline |
Board meeting & EGM | Within 7–14 days |
Filing MGT-14 | Within 30 days of EGM |
Filing INC-24 (if required) | Within 30 days |
RD approval (if shifting state) | Approx. 30–45 days |
Updated MOA/AOA from ROC | 1–2 weeks after approval |
Penalties for Non-Compliance
Late filing fee of ₹100 per day for MGT-14
ROC can reject filings if documentation is incomplete
Business operations may be questioned without proper updates in MOA/AOA
Why Choose India Company Setup for MOA and AOA Amendments?
Amending your company’s constitutional documents requires precision and compliance. At India Company Setup, we provide end-to-end services for:
Drafting board and shareholder resolutions
Preparing amended MOA and AOA
Filing required forms with ROC
Liaising with Regional Directors (if required)
Legal and secretarial guidance
✅ 100% Online Process
✅ Expert Legal Drafting
✅ Timely ROC Filing
✅ Transparent Pricing
✅ Dedicated Support
What We Offer
At India Company Setup, we deliver a complete suite of business services to help you start, grow, and manage your company with ease. From registration to regulatory compliance, our expert support ensures your business stays legally sound and financially organized.
Daily & Monthly Bookkeeping
- Record all financial transactions.
- Maintain audit-ready books in sync with GST and Income Tax laws
- Stay prepared for MCA and statutory filings
Financial Reporting
- Preparation of Profit & Loss Statements and Balance Sheets
- Generate detailed balance sheets.
- Deliver cash flow statements.
Reconciliation Services
- Bank and credit card reconciliations.
- Ensure accuracy of all financial data.
- Maintain accuracy for timely Income Tax and MCA submissions
Secure Digital Bookkeeping
- Utilize encrypted software for data security.
- Anytime, anywhere access to your business data
- Aligned with India's data protection and compliance standards
Benefits of Our Bookkeeping Services
1. Accurate Financial Records
Our expert bookkeeping ensures every transaction is correctly recorded, reducing compliance errors and giving you a clear picture of your company’s financial health — crucial for GST, Income Tax, and MCA filings.
2. Time-Saving
Focus on growing your business while we manage your books. By outsourcing to us, you eliminate the burden of paperwork, reconciliations, and regulatory upkeep — saving you both time and effort.
3. Better Cash Flow Management
We help you monitor income and expenses in real time, so you maintain a healthy cash position, make informed decisions, and avoid last-minute cash crunches or missed tax deadlines.
MOA (Memorandum of Association): It defines the scope, objectives, and powers of the company.
AOA (Articles of Association): It contains the rules and internal management guidelines for running the company.
Both are foundational legal documents of a company registered under the Companies Act, 2013.
A company may need to amend these documents for reasons like:
Change in company name
Change in registered office (inter-state)
Change in main business activity or object clause
Conversion of company type (e.g., Pvt Ltd to Public Ltd)
Adoption of new set of AOA as per amended company structure
Convene a Board Meeting and pass a resolution for the amendment
Hold a General Meeting (EGM) to pass a Special Resolution
File Form MGT-14 with the ROC within 30 days of the resolution
For certain changes (like shifting office to another state), additional forms like INC-23, INC-28, etc., may be required
ROC approval must be received before the amendment takes effect
Certified copy of Board Resolution
Special Resolution passed at EGM
Altered MOA and/or AOA
Form MGT-14 and any other applicable ROC forms
Notice of General Meeting and explanatory statement
Legal non-compliance with the Companies Act
Invalidation of corporate actions taken under the amended clauses
Penalties for the company and directors
Inability to raise capital, enter new contracts, or proceed with structural changes until ROC approval is obtained
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