The Classic Partners LLP

MOA Amendment (Memorandum of Association)

Professional drafting and ROC filing for every alteration of your company's Memorandum of Association under Section 13 of the Companies Act, 2013 — object clause, name clause, registered office (state) clause, and capital clause — handled accurately and on time.

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What is an MOA Amendment?

The Memorandum of Association (MOA) is the charter of a company, defining its name, the state of its registered office, its objects, the liability of members, and its authorized capital. An MOA amendment is the alteration of any of these clauses under Section 13 of the Companies Act, 2013, generally by passing a special resolution and filing Form MGT-14 with the ROC within 30 days.

Certain clauses need additional approvals — a company name change requires INC-24 and a fresh certificate, shifting the registered office to another state requires Regional Director approval (see registered office change), and altering the capital clause is done through an authorized capital increase in Form SH-7.

When is an MOA Amendment Required?

Adding, modifying, or replacing the main objects to cover a new business activity.
Changing the name of the company (alteration of the name clause).
Shifting the registered office from one state to another (situation clause).
Increasing the authorized share capital (capital clause, via Section 61).
Aligning the charter with investor terms, restructuring, or a new business model.

MOA Amendment Procedure — Step by Step

Identify the clause to be altered and the approvals it attracts.
Hold a board meeting to approve the draft alteration and call an EGM.
Pass a special resolution at the EGM (an ordinary resolution suffices for a capital increase if the AOA permits).
File Form MGT-14 with the altered MOA and explanatory statement within 30 days of the special resolution.
File any clause-specific form — INC-24 for a name change, INC-23 for a state shift, or SH-7 for a capital increase.
On approval, update the MOA in all statutory records and share the revised copy with banks and stakeholders.

Our MOA Amendment Services

Object Clause Amendment

Drafting new main and ancillary objects that match your current and planned business.

Name Clause Alteration

Name reservation, special resolution, and INC-24 filing for a fresh certificate.

Capital Clause Alteration

Authorized capital increase with SH-7 filing, fees, and stamp duty computation.

Situation Clause (State Shift)

RD approval, advertisements, and filings for shifting the registered office state.

Drafting & MGT-14 Filing

EGM notices, special resolutions, altered MOA pages, and timely ROC filing.

Approval Advisory

Guidance on extra requirements such as postal ballots for companies with public money.

Why Choose The Classic Partners

Precise legal drafting of objects and clauses that pass ROC scrutiny the first time.
Clause-wise expertise — name, objects, capital, and state shifts handled regularly.
Strict 30-day MGT-14 discipline so resolutions never lapse into additional fees.
Transparent fees and a dedicated point of contact for directors.

Frequently Asked Questions

Which resolution is required for an MOA amendment?

Alterations of the name, objects, and registered office (state) clauses require a special resolution under Section 13. An increase in authorized capital under the capital clause needs only an ordinary resolution under Section 61, provided the Articles of Association authorise it.

Which form is filed with the ROC for an MOA amendment?

Form MGT-14 is filed within 30 days of the special resolution with the altered MOA attached. Depending on the clause, additional forms apply — INC-24 for a name change, INC-23 for a state shift, and SH-7 for a capital increase.

Can a company completely change its object clause?

Yes. A company can replace its main objects entirely by special resolution. Companies that raised money from the public through a prospectus and have unutilised funds must additionally pass the resolution through postal ballot and give dissenting shareholders an exit.

Is fresh stamp duty payable on an MOA amendment?

Stamp duty is generally payable only when the authorized capital is increased, computed on the increased amount at state-specific rates through Form SH-7. Other clause alterations attract normal ROC filing fees.

What is the difference between the MOA and the AOA?

The MOA is the charter that defines what the company is and what it can do — its name, state, objects, and capital. The AOA contains the internal rules for running the company, such as board powers, share transfers, and meetings, and is altered under Section 14.

How long does an MOA amendment take?

A straightforward object clause amendment is usually completed within one to two weeks of the EGM. Amendments involving a name change or a state shift take longer because of additional approvals from the ROC or Regional Director.

Need to amend your company's MOA?

Get the resolutions, altered MOA, and MGT-14 filing completed by experienced professionals.