MOA Amendment
Amend a company's Memorandum of Association, including object or capital clause changes.
What's covered
- The Memorandum of Association is a company's charter, and altering it is governed by Sec 13 of the Companies Act 2013. Any change requires a special resolution passed by at least a three-fourths majority of the members, and the resolution together with the altered memorandum is filed in MGT-14 within 30 days of being passed.
- Most clauses of the memorandum can be altered — the name clause, the object clause, the registered-office clause where the office moves from one state to another, the capital clause, and the liability clause. The one exception is the subscription, or association, clause, which records the original subscribers and the shares they took, and which cannot be altered because it is a historical record of how the company was formed.
- Some alterations carry extra conditions. A change to the object clause of a public company that has raised money from the public requires the proposal to be advertised in the newspapers and a dissenting-shareholder exit offer made in line with SEBI requirements before the change takes effect. A change to the capital clause can only be made if the Articles of Association authorise it, so the Articles are checked and, if necessary, altered first.
- We confirm which clause is being changed and the conditions attached to it, draft the special resolution and the explanatory statement, convene the extraordinary general meeting, and file MGT-14 with the altered memorandum inside the 30-day window so the change is properly registered with the Registrar of Companies.
How we work
- 01
Board resolution to propose the alteration
The board passes a resolution proposing the specific clause change and authorising the calling of a general meeting. Where the capital clause is being altered, the Articles of Association are checked first to confirm they authorise the change.
- 02
Special resolution at an EGM on 21 days' notice
An extraordinary general meeting is convened on not less than 21 clear days' notice, at which the members approve the alteration by a special resolution carried by a three-fourths majority. For an object-clause change in a public company that has raised public money, the proposal is also advertised and a SEBI-compliant exit offer is made to dissenting shareholders.
- 03
File MGT-14 with the altered memorandum within 30 days
The special resolution and the altered Memorandum of Association are filed in Form MGT-14 within 30 days of the resolution being passed. The Registrar of Companies registers the alteration, after which the change to the memorandum takes effect.
Documents required
- Certified copy of the special resolution altering the memorandum
- Revised Memorandum of Association showing the altered clause
- Explanatory statement annexed to the notice of the extraordinary general meeting
- Notice and minutes of the extraordinary general meeting at which the alteration was approved
- Altered Articles of Association, where the change to the memorandum also affects the Articles
- Board resolution and the Digital Signature Certificate of the authorised director
Applicable laws & forms
- Companies Act 2013 — Sec 13, which governs the alteration of the memorandum and requires a special resolution filed in MGT-14
- Companies Act 2013 — Sec 4, which sets out the clauses of the memorandum, including the subscription clause that cannot be altered
- Companies (Incorporation) Rules 2014 — which prescribe the procedure and forms for altering the memorandum
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹1,000
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.