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Operating with an outdated MOA is a breach of the Companies Act, 2013 and may invite actions, notices, or penalties from the Registrar of Companies (ROC).
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. We help you legally and efficiently modify your MOA to support your business growth.
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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.
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.
You may need to amend the MOA in several business scenarios, such as:
Each scenario has specific regulatory steps under the Companies Act, 2013 and needs compliance with MCA procedures.
An MOA amendment can be filed only by an existing registered company under the Companies Act, 2013. Authority to initiate the amendment lies with:
Companies of all types — Private Limited, Public Limited, OPC, or Section 8 — can file for MOA amendments provided they follow the prescribed legal process.
Understanding the legal framework under Companies Act, 2013 for MOA Amendment.
Rebranding, mergers, or business focus change. Requires shareholder & ROC approval.
Moving office (within city, state, or interstate). Different approvals for different moves.
Expanding or pivot business model. Requires special resolution and MGT-14.
To raise additional funds or issue more shares. Form SH-7 required.
Rare, but occurs during restructuring or conversion.
Converting Pvt to Public (or vice versa) necessitates MOA updates.
Approving proposed changes.
With Explanatory Statement.
Passed by Shareholders.
Updated version reflecting changes.
If applicable.
For registering special resolution.
In case of name change.
Stamp duty paid evidence.
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).
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.
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.
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.
The ROC reviews submitted documents. If compliant, the amended MOA is registered and formal approval/acknowledgment is issued. This completes the MOA amendment process.
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.
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.
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.
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).
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.
Banks, regulators or procurement portals may reject loan, license or tender applications if the MOA does not reflect the company's present operations.
Third parties or shareholders can challenge decisions if the company acts outside its MOA, which may result in injunctions or litigation.
Strategic growth and new ventures may be blocked until the MOA is amended, delaying time-sensitive opportunities.
Non-compliance undermines trust with investors, banks and partners — impacting funding, credit lines and partnerships.
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.
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.
We draft the altered MOA, board resolutions and explanatory statements, prepare e-forms (MGT-14 etc.), and validate documents before filing.
We file forms, respond to ROC queries, track the application on MCA portal and ensure timely closure — reducing follow-up overhead for you.
Common questions we get about amending the Memorandum of Association — answers below.