Alteration in AOA & MOA

The alteration of the Memorandum of Association (MOA) and the Articles of Association (AOA) are fundamental changes to a company's constitutional documents and must strictly follow the procedures laid out in the Companies Act, 2013 (in India) and its corresponding rules.¹

While the AOA deals with the internal rules and regulations of the company, the MOA defines the company's scope and external objectives.²

Here is a summary of the common procedure and the key requirements:

🏛️ General Procedure for Alteration

The general process for altering both the MOA and AOA is similar and involves a mix of Board and Shareholder approvals, primarily through a Special Resolution.³

Step 1: Convene a Board Meeting

• Notice: Issue a notice for the Board Meeting at least 7 days prior to the meeting date.⁴

  
  

• Resolution: The Board of Directors passes a resolution to:

  • Approve the proposed alteration in the MOA/AOA.⁵

    
    

  • Call for an Extraordinary General Meeting (EGM) or include the matter in the Annual General Meeting (AGM) to seek shareholder approval.⁶

    
    

  • Approve the Notice and Explanatory Statement for the General Meeting.

Step 2: Convene a General Meeting

• Notice: Send a notice of the EGM/AGM to all members (shareholders), directors, and auditors at least 21 clear days before the meeting date (a shorter notice is possible with the consent of at least 95% of members entitled to vote).⁷

  
  

• Special Resolution: At the General Meeting, the proposed alteration must be passed by a Special Resolution, which requires:

  • The votes cast in favour of the resolution must be at least three times the number of votes cast against it.⁸

    
    

Step 3: Filing with the Registrar of Companies (RoC)

• Filing: File Form MGT-14 with the RoC within 30 days of passing the Special Resolution, along with the required fees and attachments (like the notice, explanatory statement, and the certified true copy of the Special Resolution).⁹

  
  

📜 Specific Requirements for MOA Alteration

The MOA contains clauses like Name, Registered Office, Objects, Liability, and Capital.¹⁰ Each clause's alteration may have specific additional requirements:

MOA Clause Alteration	Special Resolution Required?	Additional Approval/Form
Name Clause (Change of Name)	Yes	RoC Approval (using Form RUN) and Central Government (RoC/CRC) approval (using Form INC-24).
Registered Office Clause	Yes, if changing from one state to another.	If changing between states, approval from the Regional Director (RD) is mandatory.
Object Clause	Yes	File Form MGT-14 with the RoC.
Capital Clause (Increasing Authorized Capital)	No, usually an Ordinary Resolution is sufficient.	File Form SH-7 with the RoC.

Note: The alteration of the MOA is not effective until it is registered by the RoC, and in some cases, a fresh Certificate of Incorporation is issued.¹¹

📑 Specific Requirements for AOA Alteration

The AOA governs internal matters like the appointment of directors, conduct of meetings, and share transfer rules.¹²

• Requirement: Any alteration to the AOA requires a Special Resolution (Section 14 of the Companies Act, 2013).¹³

  
  

• Filing: File Form MGT-14 with the RoC within 30 days of passing the Special Resolution.¹⁴

  
  

• Conversion: If the alteration involves converting a Private Company into a Public Company (or vice versa), approval from the Central Government (via the Regional Director) is also required.¹⁵

  
  

Would you like to get details on the specific steps for altering a particular clause, such as the Change of Name or Change of Object?

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