MOA Amendment – Public & Private Limited Company (Complete Guide)

1. What is MOA?

Memorandum of Association (MOA) is the charter document of a company that defines:

• Scope of activities

• Powers of the company

• Relationship with shareholders

• Area of operations

A company cannot act beyond its MOA.

2. What is MOA Amendment?

MOA Amendment refers to alteration of any clause of the Memorandum of Association with approval of shareholders and the Registrar of Companies (ROC), as per the Companies Act, 2013.

3. Legal Provisions

• Section 13 – Alteration of MOA

• Section 4 – Name clause

• Section 12 – Registered office clause

• Section 61 – Capital clause

• Companies (Incorporation) Rules, 2014

4. Clauses of MOA That Can Be Amended

MOA consists of the following clauses:

1️⃣ Name Clause

Change in company name
✔ Requires ROC approval

2️⃣ Registered Office Clause

Change of state
✔ Requires Regional Director approval

3️⃣ Object Clause

Change or addition of business activities
✔ Most common amendment

4️⃣ Capital Clause

Increase or reclassification of authorized capital
✔ Requires SH-7 filing

5️⃣ Liability Clause

Usually not amended (limited liability)

6️⃣ Subscription Clause

Generally not altered after incorporation

5. Common Reasons for MOA Amendment

• Change in business activities

• Business expansion or diversification

• Increase in authorized capital

• Change of registered office (state change)

• Rebranding / name change

• Regulatory compliance

6. Eligibility & Pre-Requisites

✔ Company must be active
✔ Annual filings should be up-to-date
✔ AOA must permit amendment
✔ Shareholder approval mandatory

7. Step-by-Step Process for MOA Amendment

Step 1: Board Meeting

• Issue notice

• Pass Board Resolution approving amendment

• Approve draft altered MOA

• Call EGM

Step 2: Extraordinary General Meeting (EGM)

• Issue EGM notice

• Pass Special Resolution (75% majority)

Step 3: ROC Filing – MGT-14

• File within 30 days of resolution

• Attach:

  • Special Resolution

  • Altered MOA

  • Explanatory statement

Step 4: Additional Approval (If Required)

Step 5: ROC Approval

• ROC verifies documents

• Updated MOA reflects on MCA portal

8. Forms Required for MOA Amendment

9. Documents Required

• Board Resolution

• Special Resolution

• Altered MOA

• Altered AOA (if required)

• EGM Notice & Explanatory Statement

10. Time Required

11. Government Fees

• Based on authorized capital

• Stamp duty varies state-wise

• Fees are non-refundable

12. Penalty for Non-Compliance

• Late filing attracts additional fees

• Company & officers may be penalized

• Improper amendment may be invalid

13. Important Points to Remember

• MOA amendment is effective only after ROC approval

• Special Resolution is mandatory

• Business activity beyond MOA is illegal

• AOA must be checked before amendment

14. Difference Between MOA & AOA

15. FAQs – MOA Amendment

Q. Can MOA be amended multiple times?
Yes, with proper approval.

Q. Is physical presence required?
No, entire process is online.

Q. Does MOA amendment affect existing contracts?
No.

Q. Is MOA amendment mandatory for new business?
Yes, if activity is not covered.

16. Applicability

✔ Private Limited Company
✔ Public Limited Company

❌ LLP, Partnership, Proprietorship (separate rules)

17. Why Choose Filing By?

• Expert ROC compliance handling

• End-to-end documentation

• Fast processing

• Transparent pricing

• Dedicated compliance support

18. Types of MOA Alterations in Detail

19. Practical Tips Before MOA Amendment

1. Check MCA database: Ensure proposed amendment does not conflict with existing companies.

2. Check trademarks: Avoid legal disputes on company name.

3. Review AOA: Many MOA clauses require corresponding AOA changes.

4. Plan ROC filings: Sequence matters; for example, capital increase before object clause expansion.

5. Board & Shareholder approvals: Maintain proper documentation for audit purposes.

20. Costs Involved

1. Government / ROC Fees:

   • Based on authorized capital and amendment type

   • Name change and state change involve higher fees

2. Stamp Duty: Varies state-wise for MOA filing

3. Professional / Service Fees: Optional, but recommended for error-free filing

21. Timeline Summary

22. Common Mistakes to Avoid

• Filing MOA amendment without special resolution

• Not updating AOA where required

• Ignoring Regional Director approval for state changes

• Using a name already approved / trademarked

• Filing forms after 30 days of EGM

23. Post-Amendment Compliance

1. Update PAN & TAN records if required

2. Update GST / licenses for object clause changes

3. Notify banks, customers, and vendors

4. Update company website, invoices, and letterheads

5. Ensure MCA portal reflects altered MOA & approval

24. Strategic Considerations

• MOA amendment is not just legal compliance; it can signal growth, diversification, or rebranding

• Plan amendments carefully to minimize multiple filings

• Consider combining capital, object, and registered office changes to save costs

• Legal counsel is recommended for complex amendments, especially Section 8, Public Companies, or cross-state changes

25. Who Can Apply for MOA Amendment?

• Board of Directors (for approval)

• Shareholders (via Special Resolution)

• Authorized professionals (CS, CA, Company Secretary) for filing

26. MOA Amendment for Special Companies