Udyog Suvidha Kendra
Companies Act 2013 Compliant

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. We help you legally and efficiently modify your MOA to support your business growth.

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What is MOA Amendment Registration?

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.

MOA amendment guidelines

Definition & Purpose

The MOA (Memorandum of Association) outlines the fundamental conditions under which a company operates — its scope, powers, and objectives. An MOA amendment is the legal procedure of altering specific clauses (Object, Registered Office, Capital, Liability, etc.) to reflect changes in operations or structure.

The primary purpose is to legally validate a new direction or structural change. For example, if a company registered for IT services wants to enter fintech, the Object Clause must be amended before operating in that new domain.

When MOA amendment is required

When is MOA Amendment Required?

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

  • Change in Business Objectives: Expanding or shifting activities to new sectors.
  • Change in Company Name: Any official name change must be reflected in the MOA.
  • Shifting of Registered Office: Moving across state or ROC jurisdictions.
  • Alteration in Share Capital: Changes to authorised or paid-up capital.
  • Conversion of Company Structure: Converting between Private, Public, OPC, etc.
  • Mergers or Acquisitions: Structural integrations requiring legal recording.

Each scenario has specific regulatory steps under the Companies Act, 2013 and needs compliance with MCA procedures.

Who can file MOA change

Who Can File for MOA Change?

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

  • The Board of Directors — must pass a board resolution proposing the change.
  • The Shareholders — must approve via a special resolution in a General Meeting.
  • Authorized representatives — Company Secretary, CA, or an authorised professional who handles MCA filings.

Companies of all types — Private Limited, Public Limited, OPC, or Section 8 — can file for MOA amendments provided they follow the prescribed legal process.

Legal Provisions & Compliance

Understanding the legal framework under Companies Act, 2013 for MOA Amendment.

Sections and Rules

  • Section 13: Lays down provisions for altering MOA (Name, Office, Objectives).
  • Rule 29: Procedure for filing and approval, especially for Object Clause changes.
  • Section 4: Naming restrictions and requirements.

ROC Guidelines

  • Approval Timeline: Typically 15–30 working days.
  • Required Resolutions: Board Resolution & Special Resolution (Shareholders).
  • Filings: Forms MGT-14, INC-24, INC-23 as applicable.

Types of Amendments Allowed

Change in Company Name

Rebranding, mergers, or business focus change. Requires shareholder & ROC approval.

Change in Registered Office

Moving office (within city, state, or interstate). Different approvals for different moves.

Change in Object Clause

Expanding or pivot business model. Requires special resolution and MGT-14.

Change in Authorized Capital

To raise additional funds or issue more shares. Form SH-7 required.

Change in Liability Clause

Rare, but occurs during restructuring or conversion.

Conversion Capital Structure

Converting Pvt to Public (or vice versa) necessitates MOA updates.

Documents Required

Certified Copy of Board Resolution

Approving proposed changes.

Notice of General Meeting

With Explanatory Statement.

Special Resolution

Passed by Shareholders.

Altered MOA

Updated version reflecting changes.

Altered AOA

If applicable.

Form MGT-14

For registering special resolution.

Form INC-24

In case of name change.

Payment Proof

Stamp duty paid evidence.

Step-by-Step Process for MOA Amendment Registration

1

Convene Board Meeting

A board meeting must be held to discuss and approve the proposed MOA changes. The board passes a resolution recommending the amendment and approving the calling of an Extraordinary General Meeting (EGM).

2

Pass Special Resolution in EGM

An EGM is convened by issuing a notice to all shareholders with an explanatory statement regarding the amendment. A special resolution (75% approval) must be passed to authorize changes in the MOA.

3

File MGT-14 with ROC

Within 30 days of passing the special resolution, Form MGT-14 must be filed with the ROC along with the certified resolution, explanatory statement, and altered MOA.

4

Submit Revised MOA

The updated MOA reflecting approved changes must be submitted to the ROC. Ensure it complies with the Companies Act, 2013 and the nature of amendment — name, object, capital, or registered office clause.

5

ROC Review & Approval

The ROC reviews submitted documents. If compliant, the amended MOA is registered and formal approval/acknowledgment is issued. This completes the MOA amendment process.

Timeline and Government Fees

Processing Time by ROC

The time taken by the ROC to process and approve an MOA amendment.

  • ✔

    The ROC generally takes 5–10 working days to approve an MOA amendment, provided all documents are accurate and complete.

  • ✔

    Delays may occur due to discrepancies, missing details, or heavy filing volumes. Tracking the status periodically on the MCA portal is recommended.

Government Fees Structure

The government fee for MOA amendment depends on the company’s authorised share capital and type. Key components include:

  • ✔

    Filing Fee for MGT-14: ₹200–₹600 based on nominal share capital. For companies without share capital, the fee is ₹200.

  • ✔

    Stamp Duty: Varies by state and nature of amendment.

  • ✔

    Additional Fees: Applicable in case of delayed filing, calculated on a per-day basis.

Consequences of Not Updating the MOA

Failing to amend your Memorandum of Association after changes in objectives or structure can cause legal exposure, operational friction, and reputational harm. Below are the primary risks.

Non-Compliance with Companies Act

Operating with an outdated MOA is a breach of the Companies Act, 2013 and may invite actions, notices, or penalties from the Registrar of Companies (ROC).

Penalties & Fines

The company and its officers may face fines under relevant sections (e.g., for late or non-filing). Timely compliance avoids escalating fees and legal exposure.

Rejection of Applications

Banks, regulators or procurement portals may reject loan, license or tender applications if the MOA does not reflect the company's present operations.

Consequences illustration
Act fast — Update MOA to avoid disruption

Legal Disputes & Restrictions

Third parties or shareholders can challenge decisions if the company acts outside its MOA, which may result in injunctions or litigation.

Hindrance to Expansion

Strategic growth and new ventures may be blocked until the MOA is amended, delaying time-sensitive opportunities.

Loss of Credibility

Non-compliance undermines trust with investors, banks and partners — impacting funding, credit lines and partnerships.

How Udyog Suvidha Kendra Helps with MOA Amendment

Amending your company’s Memorandum of Association requires legal precision, timely filing and correct documentation. We simplify the entire process with hands-on support at every stage.

1

Expert Legal Consultation

Our Company Secretaries (CS) and Chartered Accountants (CA) review your case, advise on scope of amendment, and ensure amendments align with the Companies Act, 2013.

2

Drafting & Filing Support

We draft the altered MOA, board resolutions and explanatory statements, prepare e-forms (MGT-14 etc.), and validate documents before filing.

3

End-to-End ROC Coordination

We file forms, respond to ROC queries, track the application on MCA portal and ensure timely closure — reducing follow-up overhead for you.

MOA Amendment Registration FAQs

Common questions we get about amending the Memorandum of Association — answers below.

MOA Amendment Registration in Different States

Andhra Pradesh Arunachal Pradesh Assam Bihar Chhattisgarh Goa Gujarat Haryana Himachal Pradesh Jharkhand Karnataka Kerala Madhya Pradesh Maharashtra Manipur Meghalaya Mizoram Nagaland Odisha Punjab Rajasthan Sikkim Tamil Nadu Telangana Tripura Uttar Pradesh Uttarakhand West Bengal Delhi Chandigarh Ladakh Lakshadweep Puducherry Jammu & Kashmir Andaman & Nicobar Dadra & Nagar Haveli

MOA Amendment Registration in Major Cities

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