MOA Amendments - Comprehensive Guide
The Memorandum of Association (MOA) is the charter of a company, defining its fundamental structure, operational boundaries, and legal identity. Any amendment to the MOA is a significant corporate action and must strictly follow the procedures laid down under the Companies Act, 2013, especially Section 13 of the Act.
At VETRI AUDIT SERVICES PRIVATE LIMITED, we provide end-to-end support for all types of MOA amendments—from strategic planning to legal compliance and MCA filing.
What Can Be Amended in the MOA?
Below are the clauses that may be altered in the MOA, subject to prescribed approvals:
| Clause | Type of Change | Approval Required |
|---|---|---|
| Name Clause | Change of company name | Yes - Central Government approval via Form INC-24 |
| Registered Office Clause | Change of state or ROC jurisdiction | Yes - Regional Director approval via Form INC-23 |
| Objects Clause | Alteration of main or ancillary business objects | No CG/RD approval - Only special resolution required |
| Liability Clause | Change in liability of members (e.g., limited to unlimited) | No CG/RD approval - But subject to legal restrictions |
| Capital Clause | Increase or restructure authorized share capital | No CG approval - File Form SH-7 with ROC |
| Subscription Clause | Rarely amended (original subscribers and shares taken) | Not typically amended |
Step-by-Step Process for MOA Amendment
Key MCA Forms Involved
| Form | Purpose |
|---|---|
| MGT-14 | Filing of special resolution for MOA/AOA amendments |
| SH-7 | Alteration of authorized share capital |
| INC-22 | Change of registered office address |
| INC-23 | Regional Director approval for office relocation |
| INC-24 | Central Government approval for change of company name |
Important Considerations
- All MOA amendments must strictly adhere to the Companies Act, 2013, and other applicable regulatory frameworks.
- Changes become legally effective only after ROC approval and issuance of updated documents.
- The updated MOA must incorporate and reflect all approved amendments post-filing.
- Non-compliance may lead to penalties, rejection of filings, or cancellation of proposed changes.
Need Help with MOA Amendments?
At VETRI AUDIT SERVICES PRIVATE LIMITED, we handle the entire amendment process with precision—from drafting resolutions to MCA filings and liaison with regulatory authorities. Our experts ensure compliance, speed, and peace of mind.
Contact us today for a consultation!
