MOA/AOA Modification
MOA & AOA Amendments in India
The company can alter both the MOA & AOA with the prior approval of shareholders in the general meeting of the company.
Amend the MOA & AOA of Your Company Online.
Talk to our experts today
My Biz Development make it easy, quick and fast for you to complete legal and administrative formalities for smoothly running your business. Our experts can provide complete assistance from beginning till end in the MoA & AOA Amendments in India. Connect with us to know more.
What is Memorandum of Association?
Memorandum of Association or MOA of the company is a document that laid the foundation of a company. It helps in establishing the authority of the organization as well as the terms and conditions under which it works. It contains all important information of the company, like the name, capital, business activity, registered office, and liability and subscriber details.
Documents Required for MOA & AOA Amendment
- Board Resolution
A Board Resolution approved by the board of directors authorizing the amendment to the MOA
- Special Resolution
A Special Resolution passed by the shareholders in a general meeting (either an Annual General Meeting or an Extraordinary General Meeting) approving the proposed changes.
- Notice of the General Meeting
A Notice of the General Meeting informing shareholder’s about the proposed amendment to the MOA.
- Form MGT-14 (Filing with RoC)
Form MGT-14 must be submitted to the Registrar of Companies (RoC) within 30 days of the special resolution being passed. It specifies all the details of the resolution and must be signed by either a director or the company secretary.
- Draft of the Amended MOA
A copy of the amended MOA showing the changes (alterations) to be made to the existing memorandum. This will include the details of the clauses being modified, added, or removed.
- A Certified Original Copy of the Special Resolution
A Certified True Copy of the Special Resolution passed in the General Meeting certified by the company’s director or company secretary, must be attached.
- Consent from Creditors (If Required)
In some cases, if the amendment affects the rights of creditors or alters the company’s capital structure, the consent of creditors may be required.
- Relevant Annexure/Attachments
Any relevant annexure, documents, or statements supporting the amendment may be required, depending on the nature of the amendment (e.g., alteration of business objectives, change in registered office, etc.).
- Copy of the Altered Clause(s)
If the specific clauses are being changed, such clauses should be included in the filing.
- Other Forms (if applicable)
Depending on the specific amendment, other forms may be required, such as:
AOA Amendment procedure
If the Articles of Association (AOA) are being amended to change the company’s type, additional requirements in AOL amendment procedure include:
- Form RD-1 to request permission for the change in company type
- Form INC-27 ( for notifying MCA about the change in company type)
- Form INC-28 to inform the MCA of the regional director’s approval for the change
| Aspect | Memorandum of Association | Article of Association |
| Objective | Defines the company’s fundamental purpose, powers, and scope of activities. | It outlines rules and regulations for internal management of the company. |
| Content | Contains key information such as the company’s name, registered office, objectives, and capital structure. | Contains detailed provisions on how the company will be governed, including the rights and duties of members and directors. |
| Legal Requirement | Must be filed with the Registrar of Companies (RoC) at the time of incorporation. Any changes require a special resolution. | Must also be filed with RoC, and amendments require a special resolution passed by shareholders. |
| Alteration | Changes to the MOA require shareholder approval via a special resolution and filing with RoC (Form MGT-14). | Changes require a special resolution by shareholders and filing with RoC. Amendments to AOA are often simpler but must be consistent with the MOA. |
| Scope | Deals with external matters and the relationship between the company and outsiders. | Deals with internal matters, such as management, administration, and conduct of company business. |
MOA Amendment FAQs:
- What is an MOA amendment?
An MOA amendment refers to the process of altering the Memorandum of Association (MOA) of a company. It laids down the fundamental structure of the company along with its goals and scope of activities. Amendments are typically made to reflect changes in the company’s objectives, share capital, or registered office, among other elements.
- Why is it necessary to amend the MOA?
MOA amendments may be necessary when the company expands or alters its business objectives, changes its capital structure, or relocates its registered office. It is also required for the addition or removal of certain clauses.
- How is the amendment approved?
The amendment requires approval in two stages. First, the Board of Directors must pass a Board Resolution to approve the proposed changes. Then, the shareholders must approve the changes through a Special Resolution in a General Meeting.
- How to file the amendment with the RoC?
After the Special Resolution is passed, Form MGT-14 must be filed with the Registrar of Companies within 30 days, along with the amended MOA and resolutions.
- Can the MOA be amended anytime?
While the MOA can be amended at any time, the changes must comply with the Companies Act, 2013, and require proper documentation and approval.
- Why should we seek help from your agency for an MOA amendment?
Our agency ensures a smooth and legally compliant MOA amendment process, handling all necessary documentation, filings, and approvals. With our expertise, we save you time, avoid errors, and ensure timely compliance with the Companies Act, 2013, so you can focus on your business growth.