Updated on August 02, 2025 12:46:41 PM
When a company grows, changes direction, or needs to adjust its internal rules, it may need to make changes to two key legal documents – Memorandum of Association (MOA) and the Articles of Association (AOA). The MOA outlines the company’s fundamental structure, such as its name, objectives, and scope of activities. The AOA, on the other hand, defines the rules and regulations for internal management, including how decisions are made, roles of directors, and procedures for meetings.
Altering the MOA or AOA is a common step for businesses undergoing expansion, shifting operations, adding or removing objectives, or updating governance policies. It ensures the company’s legal framework stays aligned with its current goals and compliance requirements under the Companies Act, 2013.
To change the Memorandum of Association (MOA) or Articles of Association (AOA), a company needs to follow a few important steps. First, the company must hold a Board of Directors meeting to pass an initial resolution. After that, they need to call a shareholders' meeting, either an Extraordinary General Meeting (EGM) or an Annual General Meeting (AGM). In this meeting, shareholders must approve the changes by passing a special resolution. Once the resolution is passed, the company must file the updated documents with the Registrar of Companies (ROC) within 30 days. Making these changes on time helps the company stay legally compliant, flexible, and aligned with its current direction.
MGT-14 Registration Certificate [Sample]
The changes to the MOA( Memorandum of Association) is a very intricate process and it requires taking aid from a professional for the amendment process of MOA in any company. Follow the process for alteration of MoA in a company given below.
Follow the below mentioned steps and compliances for changing the Memorandum of Association(MoA) in a company.
Step-1: the notice for the Board Meeting must be released at least 7 days prior to the date of Board Meeting for change in MOA.
Step-2: Hold a Board Meeting for alteration of MoA and pass a resolution unanimously subject to the approval from the shareholders also.
Step-3: Select the date, time and venue for the shareholder meeting and a person must be authorised to send the notices to the shareholders for the meeting.
Step-4: The notice to the shareholders must be sent at least 21 days prior to the Board Meeting date.
Step-5: Hold the shareholder meeting and take approval from the majority of the shareholders to pass the resolution for changing the MOA of the company.
Step-6: Submit Form MGT-14, along with the copy of the passed resolution, updated copy of Memorandum of Association, and any other relevant documents within 30 days of passing the resolution for amendment of MOA of the company.
The list of Clauses that are covered under Memorandum of Association for its amendment are:
All the important rules and regulations of the company are mentioned in the Articles of Association(AoA) of the company. It is an important document for the company as it contains all the information of internal management of the company. Any alteration in the AOA of the company needs prior approval from the board members and shareholders and passing the resolution for change in AOA of the company.
There are several compliances to be followed for Alteration of AoA in a company. To change the AOA of a company follow the steps given below:
Step-1: the notice for the Board Meeting must be released at least 7 days prior to the date of Meeting for alteration in AOA.
Step-2: Hold a Board Meeting for alteration of AoA and pass a resolution unanimously which is subject to the approval from the shareholders also.
Step-3: Select the Date, Time and Venue for the shareholder meeting and a person must be authorised to send the notices to the shareholders for the meeting.
Step-4: The notice to the shareholders must be sent at least 21 days prior to the actual Board Meeting date.
Step-5: Hold the shareholder meeting and take approval from the majority of the shareholders to pass the resolution for changing the AOA of the company.
Step-6:Submit Form MGT-14, along with the copy of the passed resolution, updated copy of Articles of Association, and any other relevant documents within 30 days of passing the resolution for amendment of AOA of the company.
The list of Clauses that are covered under Articles of Association(AOA) for its amendment are:
In conclusion it must be asserted that changing the AOA and MOA of any company requires various legal processes and procedures to be followed. A proper process has to be followed for changing the AOA and MOA of a company which includes conducting board meetings and shareholder meetings and take approval from majority of the stakeholders and then file necessary forms attaching the updated AOA and MOA. Hope you understood the compliances and process for changing the AOA and MOA of a company.
In case you need any assistance in alteration of MOA and AOA of a company, just contact our Team at Professional Utilities to make the process easier for you.
At Professional Utilities, we leverage our industry knowledge and expertise to help businesses navigate complex regulations, minimize risks, and optimize operations for maximum efficiency and profitability.
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FAQs on Changing AOA and MOA
Yes, it is possible to change AOA and MOA of a company through the Board Resolution and taking consent from the shareholders as well.
The event of changing the AOA of the company must be passed through a Board resolution with majority and conducting Board meeting for the alteration process.
Form MGT- 14 must be filed for alteration of MOA of the company.
The steps for alteration of AOA includes calling a Board Meeting, taking consent from all the stakeholders, and filing the Form MGT-14 with the registrar.
A MOA of a company can be altered by passing a Board Resolution, and taking consent from all the stakeholders and then filing Form MGT-14 with ROC for changing the MOA.
The main clauses of Memorandum of Association are Name clause, Liability Clause, Registered Office clause, Capital clause, Object clause.
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