MOA Amendment
Modify Your Company’s Objectives Legally

Amending the Memorandum of Association (MOA) is a crucial legal step when your company decides to change its business objectives. Whether you're expanding into new sectors or realigning your operations, the MOA must accurately reflect your company’s updated goals. This ensures compliance with the Companies Act, 2013 and avoids regulatory issues. At Udyog Suvidha Kendra, we help you legally and efficiently modify your MOA to support your business growth.

MOA Amendment Filing

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MOA Amendment Application

Name of Company*

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MOA Amendment Registration

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Process of MOA Amendment Registration 2025

STEP 1

Fill out the online form with your details.
Make the required payment to proceed.
Get Call for Further Information, Documents & Advice

STEP 2

Submit documents and information if requested.
Team will review and validate documents and information.

STEP 3

Creation of login credential.
Respond to any follow-up from the team.

STEP 4

Filing of an Application using the Credentials
Government Processing Time

STEP 5

Resolution of Queries if any, Raised via Authorities
Issuance of MOA Amendment Registration on email.

What is MOA Amendment?

Making changes to your company's Memorandum of Association (MOA) is a crucial legal process that allows your business to adapt and grow in alignment with its goals and industry changes. Whether you're diversifying your operations, entering new markets, or modifying your objectives, an MOA amendment ensures your company remains compliant with the Companies Act, 2013. Amending the MOA is not merely an update—it's a declaration to the Ministry of Corporate Affairs (MCA) and stakeholders about your business’s evolving focus. This process legally modifies one or more clauses of the MOA, such as the Object Clause, Registered Office Clause, Capital Clause, or Liability Clause, depending on your business needs. Timely MOA modification helps maintain transparency, secure regulatory approvals, and attract potential investors. It is especially important for startups and growing companies looking to scale operations or pivot their business model.

Definition and Purpose

The MOA (Memorandum of Association) is a legal document that outlines the fundamental conditions under which a company operates. It defines the scope of activities, powers, and objectives of the business. An MOA amendment refers to the legal procedure of altering specific clauses within this document to reflect any change in company operations, structure, or goals.
The primary purpose of amending the MOA is to legally validate a new direction or structural change in the company. For example, if a company originally registered for IT services wants to enter the fintech space, the Object Clause must be amended to include the new business activity. Without this amendment, the company cannot lawfully operate in the new domain.

When is MOA Amendment Required?

You may need to amend the MOA in several business scenarios, such as:

Change in Business Objectives: When expanding or shifting your business activities to new sectors.
Change in Company Name: A name change must be reflected in the MOA.
Shifting of Registered Office: Moving to another state or ROC jurisdiction requires updating the Registered Office Clause.
Alteration in Share Capital: Changes in authorized or paid-up capital require updating the Capital Clause.
Conversion of Company Structure: Converting from Private to Public Limited (or vice versa) necessitates MOA changes.
Mergers or Acquisitions: Integration or structural changes must be legally documented.

Each of these scenarios involves specific regulatory steps and must comply with the Companies Act, 2013.

Who Can File for MOA Change?

An MOA amendment can only be filed by an existing registered company under the Companies Act, 2013. The authority to initiate the amendment lies with:

The Board of Directors, who must pass a resolution proposing the change.
The Shareholders, who must approve the amendment via a special resolution in a General Meeting.
The company’s authorized representative (such as a Company Secretary or Chartered Accountant) who handles the filing with the Ministry of Corporate Affairs.

Companies of all types—Private Limited, Public Limited, One Person Company (OPC), or Section 8 Companies—can file for MOA modification as long as they follow the prescribed legal process.

Legal Provisions and Compliance under Companies Act, 2013

Amending the Memorandum of Association (MOA) is a legally governed process that requires strict adherence to the Companies Act, 2013 and related Rules and ROC guidelines. Understanding the legal framework ensures smooth compliance and minimizes the risk of rejection or delays from the Ministry of Corporate Affairs (MCA).

Sections and Rules Applicable

The amendment of MOA is primarily regulated under:

Section 13 of the Companies Act, 2013:

This section lays down the provisions for altering the MOA, including changes to the company’s name, registered office, and objectives.

Rule 29 of Companies (Incorporation) Rules, 2014:

This rule explains the procedure for filing and approval, especially for changes related to the Object Clause or Registered Office that fall outside the local jurisdiction.

Section 4:

Applicable in cases of company name changes, this section defines restrictions and approval requirements for naming conventions.

Special Resolution Requirement:

A special resolution (SR) passed by shareholders in a general meeting is mandatory for all MOA amendments. The resolution must be filed with the ROC via Form MGT-14 within 30 days.

Central Government Approval:

If the amendment involves shifting the Registered Office from one state to another, approval from the Regional Director (RD) is mandatory under Section 13(4).

ROC Guidelines and Approvals

The Registrar of Companies (ROC) plays a key role in validating and approving MOA amendments. Key compliance points include:

Pre-Filing Requirements:

• Hold a Board Meeting to propose the amendment.
• Issue notices for a General Meeting as per Section 101 of the Act.
• Obtain shareholders' approval via a Special Resolution.

Form Filing with ROC:

• MGT-14: For filing the Special Resolution.
• INC-24: Required in case of a company name change.
• INC-23: Required for shifting the Registered Office between states.
• GNL-1: If directed by ROC for additional disclosures.

Approval Timeline:

Once filed, the ROC typically takes 15–30 working days to process and approve the amendment, subject to proper documentation and adherence to legal norms.

Documentation Standards:

Ensure all resolutions, explanatory statements, and altered MOA copies are accurately prepared, digitally signed, and submitted within statutory deadlines.

By complying with these provisions and ROC protocols, your MOA amendment will be legally sound and seamlessly processed.

Types of Amendments Allowed in MOA

The Memorandum of Association (MOA) defines a company's foundational structure and purpose. As a business grows or changes direction, amending the MOA becomes essential to stay compliant and relevant. Under the Companies Act, 2013, several types of amendments are permitted, each subject to specific procedures and approvals.

1. Change in Company Name

Companies may altxer their name due to rebranding, mergers, or changes in business focus. This requires approval from shareholders via a special resolution and ROC confirmation. If the company is registered under a special Act, Central Government approval may also be required.

2. Change in Registered Office

Within the same city/town/village: Only board resolution and ROC intimation are needed.
From one ROC jurisdiction to another (within the same state): Requires shareholder approval and ROC permission.
Inter-state change: Needs Regional Director (RD) approval under Section 13(4).

3. Change in Object Clause

Companies expanding or pivoting their business model can amend their Objects Clause to reflect new or modified business activities. A special resolution and filing of Form MGT-14 are required. If the company raised funds from the public, additional disclosures to shareholders are necessary.

4. Change in Authorized Capital

To raise additional funds or issue more shares, companies may amend the Capital Clause to increase or alter the Authorized Share Capital. This requires shareholder approval and submission of Form SH-7.

5. Change in Liability Clause

Amendments in the Liability Clause are rare but may occur during restructuring. This typically requires tribunal approval and is more common in cases of company conversion or amalgamation.

6. Change in Capital Structure During Conversion

When converting from a Private to Public Company (or vice versa), the MOA must be amended to reflect the new status, including updates to clauses like name and liability.

Documents Required for MOA Amendment

1. Certified Copy of Board Resolution

A resolution passed by the board approving the proposed changes in the MOA.

2. Notice of General Meeting (with Explanatory Statement)

Notice issued to shareholders for convening the meeting to pass a special resolution.

3. Special Resolution Passed by Shareholders

A certified copy of the resolution approving the amendment to the MOA.

4. Altered MOA (in line with changes)

Updated version of the Memorandum of Association reflecting the approved changes.

5. Altered AOA (if applicable)

If the changes in MOA impact the Articles of Association, the updated AOA must be submitted.

6. Form MGT-14

Filed with the ROC for registering the special resolution passed in the general meeting.

7. Form INC-24 (in case of name change)

Required when the amendment involves a change in the company’s name.

8. Approval Letter from Central Government/RD (if applicable)

Needed for certain amendments like inter-state change of registered office.

9. Copy of Minutes of the General Meeting

A record of the proceedings and resolution passed during the shareholders’ meeting.

10. Proof of Payment of Stamp Duty

Evidence of stamp duty paid on altered MOA where applicable, especially for capital clause amendments.

Step-by-Step Process for MOA Amendment Registration

Convene Board Meeting

The company must hold a board meeting to discuss and approve the proposed changes to the Memorandum of Association (MOA). During this meeting, the board passes a resolution to recommend the amendment and to call for an Extraordinary General Meeting (EGM) of shareholders.

Pass Special Resolution in EGM

An EGM is convened by issuing a notice to all shareholders along with an explanatory statement detailing the amendment. In the EGM, a special resolution (requiring at least 75% approval) must be passed by the members to authorize the amendment in the MOA.

File MGT-14 with ROC

After the special resolution is passed, the company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution. The form must be filed along with supporting documents such as the certified copy of the resolution, explanatory statement, and the altered MOA.

Submit Revised MOA

The updated or amended version of the MOA reflecting the approved changes must be submitted to the ROC. Ensure that the revised MOA complies with the format specified in the Companies Act, 2013, and aligns with the nature of the amendment—whether related to the name, objects, capital, or registered office clause.

ROC Review and Approval

The ROC will review the application, forms, and documents submitted. If everything is in order and compliant with the Companies Act and related rules, the ROC will register the amended MOA and issue an acknowledgment or approval order. This marks the completion of the MOA amendment process.

Timeline and Government Fees

Consequences of Not Updating MOA

Failing to update the Memorandum of Association (MOA) after a change in the company’s objectives or structure can lead to serious legal and operational complications. Below are the key consequences:

Non-Compliance with Companies Act, 2013: Operating without a valid and updated MOA is a violation of the Companies Act, attracting penalties and legal actions from the Registrar of Companies (ROC).
Penalties and Fines: Both the company and its officers may be liable for fines and penalties under Section 117 of the Act, especially if the amendment is not filed within the stipulated time.
Rejection of Business Applications: Outdated MOA can result in the rejection of applications for government approvals, bank loans, tenders, or licenses where alignment with business activities is mandatory.

Legal Dispute & Restriction: Shareholders or third parties may raise legal concerns if the company undertakes activities not listed in the MOA, leading to disputes or litigation.
Hindrance in Expansion Plans: An outdated MOA may restrict the company from entering new business areas or expanding operations, delaying strategic decisions.
Loss of Credibility: Non-compliance can impact the company’s reputation with regulatory authorities, investors, financial institutions, and partners.

How Udyog Suvidha Kendra Helps with MOA Amendment

Amending your company’s Memorandum of Association (MOA) requires legal precision, timely filing, and proper documentation. Udyog Suvidha Kendra simplifies the entire process by offering expert assistance at every stage:

MOA Amendment Registration FAQs

What is MOA Amendment in a company?

An MOA Amendment refers to making changes in the Memorandum of Association to update a company’s objectives, name, registered office, or capital structure in accordance with the Companies Act, 2013.

When is it necessary to amend the MOA?

MOA amendment is required when a company changes its business activities, registered office, name, capital structure, or converts its company type under the provisions of the Companies Act.

Who can authorize an MOA Amendment?

The company’s Board of Directors initiates the amendment process, followed by approval through a Special Resolution passed in an Extraordinary General Meeting (EGM) of shareholders.

Is ROC approval required for MOA changes?

Yes, Registrar of Companies (ROC) approval is mandatory for all MOA amendments. The changes are filed using Form MGT-14 along with other supporting documents.

What forms are required for MOA Amendment?

Form MGT-14 is the primary form required for MOA amendment. Depending on the type of change, other forms like INC-24 or INC-23 may also be needed.

How long does it take to amend the MOA?

The MOA amendment process usually takes 10–15 working days, depending on document accuracy and response time from the Registrar of Companies (ROC).

What are the government fees for MOA Amendment?

Government fees vary based on the company’s authorized capital and the number of documents filed. Additional professional and stamp duty charges may also apply.

Can a private company change its business objectives?

Yes, a private limited company can legally change its business objectives by amending the Objects Clause of the MOA, after shareholder and ROC approval.

Can MOA be amended online?

Yes, the MOA amendment process is now entirely online via the MCA portal, including filing of resolutions, forms, and supporting documents for ROC review and approval.

What happens if MOA is not updated after changes?

Failure to update the MOA after company changes may result in non-compliance, penalties, disqualification of directors, or rejection of future filings by the Registrar.

Is it mandatory to hold an EGM for MOA amendment?

Yes, an Extraordinary General Meeting (EGM) is mandatory to pass a Special Resolution approving the proposed amendment in the MOA.

Can multiple changes be made in the MOA at once?

Yes, a company can amend multiple clauses of the MOA in a single resolution and filing, provided proper justification and documentation are submitted to the ROC.

Is professional assistance required for MOA amendment?

While not mandatory, legal professionals such as CAs or CSs are highly recommended to ensure compliance, draft accurate resolutions, and avoid delays in ROC approval.

What are the penalties for incorrect MOA filings?

Incorrect or delayed filings may attract penalties under the Companies Act, including monetary fines, delayed approvals, or rejection of the amendment by ROC.

How does Udyog Suvidha Kendra assist in MOA Amendment?

Udyog Suvidha Kendra offers expert legal advice, prepares and files all required forms, coordinates with ROC, and ensures end-to-end compliance for a smooth MOA amendment process.

MOA Amendment Modify Your Company’s Objectives Legally