Change in MOA / AOA: Alteration of Memorandum & Articles of Association | Legitway Services
Business plans change, and your company’s constitution should change with them. We handle the resolutions, forms and ROC filings.
A company’s Memorandum of Association (MOA) and Articles of Association (AOA) are its founding documents. When you change your business activities, raise capital, bring in investors, shift your office or rename the company, these documents often need to be amended too. The change only takes legal effect once the correct procedure is completed and filed with the Registrar of Companies (ROC).
Legitway Services manages the process from drafting to filing.
MOA vs AOA: What’s the Difference?
| MOA | AOA | |
|---|---|---|
| Purpose | Defines the company’s identity and scope: what it is and what it can do | Sets the internal rules: how the company is run |
| Covers | Name, registered office state, objects, liability and capital clauses | Powers of directors, meetings, voting, share transfer, dividends and more |
| Governed by | Section 13, Companies Act, 2013 | Section 14, Companies Act, 2013 |
When Do You Need to Change the MOA?
- Name clause: you want to change the company name
- Registered office clause: you are moving your office to another state
- Object clause: you are adding, removing or changing business activities
- Liability clause: the liability of members is being changed
- Capital clause: you are increasing the authorized share capital
When Do You Need to Change the AOA?
- Bringing in investors who need new rights or protections
- Changing rules on share transfer, voting or board composition
- Converting a Private Limited Company into a Public Limited Company, or the other way round
- Updating outdated provisions so they match the Companies Act or how the company actually works
- Adding or removing provisions for directors’ powers, meetings or dividends
Types of Changes and Filings
| Change | Typical approvals | Common filings |
|---|---|---|
| Object clause | Special resolution of shareholders | MGT-14 |
| Name clause | Special resolution, plus approval from the Central Government (Registrar) | INC-24, MGT-14 |
| Registered office, within the same city or town | Board resolution | INC-22 |
| Registered office, to another state | Special resolution, plus approval from the Regional Director | INC-23, INC-22, MGT-14 |
| Authorized capital | Resolution of shareholders (and a change to the AOA if it does not permit the increase) | SH-7, MGT-14 |
| Articles (general changes) | Special resolution | MGT-14 |
| Private to Public (or reverse) conversion | Special resolution | INC-27, MGT-14 |
The exact forms and approvals depend on your company type and the clause being changed. We confirm the right route for your case before starting.
Step-by-Step Process
- Review. We check your current MOA/AOA and confirm what needs to change and which provisions are affected.
- Name or object check (if needed). For a name change, we check availability and compliance before applying.
- Board meeting. The board approves the change, fixes the date of the general meeting and approves the notice.
- Notice to shareholders. A notice with an explanatory statement goes out at least 21 clear days before the meeting, unless shorter notice is validly agreed by the required majority.
- General meeting. Shareholders pass a special resolution, which needs at least three-fourths of the votes cast in favour.
- ROC filing. The special resolution is filed in Form MGT-14, usually within 30 days of passing, along with the other forms the change requires.
- Registration. The ROC records the change, and the altered MOA/AOA come into effect.
- Follow-up updates. Where needed, we help update PAN/TAN, GST, bank accounts, licences, stationery and the website.
Documents Generally Required
- Existing certified copy of the MOA and AOA
- Board resolution and notice of the general meeting
- Explanatory statement for the proposed change
- Special resolution and draft of the altered MOA/AOA
- Directors’ and shareholders’ details and attendance records
- Digital Signature Certificates (DSC) of the authorized signatory
- Proof of registered office, if the address is changing
- For capital increase: details of the proposed new authorized capital
The list varies with the type of alteration. We share the exact checklist after the first discussion.
Timeline
Many MOA/AOA alterations are completed in about 7 to 15 working days once documents and approvals are in order. Name changes, office shifts to another state and conversions need government approvals and usually take longer. Timelines also depend on how quickly meetings are held and how promptly ROC queries are answered.
What Happens If You Delay or Skip the Filing?
- The change may not be legally effective until the filing is registered
- Additional late fees apply on delayed ROC filings, ₹100 per day
- Penalties can be imposed on the company and its officers in default
- Mismatched records can create problems at the time of due diligence, funding or loan applications
Our MOA/AOA Alteration Services
- Alteration of the object, name, registered office and capital clauses
- Drafting of new or amended Articles of Association
- Private-to-public and public-to-private conversion
- Drafting of board resolutions, notices, explanatory statements and minutes
- Filing of MGT-14, INC-22, INC-23, INC-24, SH-7 and other required forms
- Name availability check and name-change support
- Post-change updates to PAN, GST, bank and licences
- Compliance review so that nothing else is missed
Why Choose Legitway Services?
- Experienced professionals who handle MCA and ROC filings regularly
- One point of contact from the first discussion to final registration
- Clear communication: you always know what has been done and what is pending
- Transparent pricing quoted before work begins
- Pan-India, fully online support
Frequently Asked Questions
Can the object clause of a company be changed?
Yes. It requires a special resolution of shareholders and a filing with the ROC, and some cases need extra steps, such as a postal ballot for companies that raised funds through a prospectus.
Do I need shareholders’ approval to change the AOA?
Yes. Altering the Articles requires a special resolution passed by shareholders.
Do I have to file with the ROC after changing the MOA or AOA?
Yes. The special resolution and the related forms must be filed with the ROC, generally within 30 days.
Can a company change its name?
Yes, but it needs a special resolution and approval from the Registrar. The proposed name must also be available and compliant with the naming rules.
Is it possible to shift the registered office to another state?
Yes. This needs a special resolution and approval from the Regional Director, so it takes longer than a change within the same city.
Will the company’s PAN and bank details change?
The PAN generally stays, but the details tied to a name or address change must be updated with the tax authorities, banks and licensing bodies.
Get in Touch
Planning to change your business activities, name, address or capital? Talk to us before the paperwork starts.
📞 Call / WhatsApp: +91-9310582360
✉️ Email: info@legitwayservices.com
🌐 Website: https://legitwayservices.com/