MOA Amendment

Companies may need to periodically amend their Memorandum of Association (MOA) to reflect changes in their operational, structural, or strategic directives. The MOA is the foundational legal document defining a company's scope, objectives, and operational boundaries.

At Taxation Point India, we understand the significance of MOA amendments and offer expert guidance. From analyzing MOA clauses to navigating the Companies Act provisions, our team ensures seamless compliance with regulatory requirements.

What is MOA?

The Memorandum of Association (MOA) serves as the foundation document of a company. Drafted during company registration, it legally defines the objectives, operational boundaries, and internal regulations of the company. It governs the company’s relationship with shareholders and clearly sets its scope of operations.

What is an MOA Amendment?

An MOA Amendment is the process of modifying provisions within the MOA, permissible under Section 13 of the Companies Act, 2013. Amendments are often required as businesses grow and evolve to align with new objectives, operations, or governance structures.

When can an MOA be amended?

The MOA contains several key clauses, most of which can be amended (except the Subscription Clause):

• Name Clause – Official company name
• Situation Clause – Registered office location
• Object Clause – Company objectives & scope of activities
• Liability Clause – Liability of members
• Capital Clause – Authorised share capital details

Key Amendments Allowed

• Change of Company Name – Requires a special resolution; central government approval may be needed in some cases.
• Registered Office Change (State to State) – Needs special resolution, RoC filings, and approval.
• Alteration of Object Clause – Special resolution required; additional compliance if public funds were raised.
• Alteration of Liability Clause – Resolution must be filed with RoC within 30 days.
• Alteration of Capital Clause – Can be done in a general meeting; includes subdivision, consolidation, or annulment of shares.
• Increase of Authorised Capital – Necessary before issuing additional shares.

Documents Required for MOA Amendment

• Revised MOA with proposed changes
• Certified copy of Special Resolution
• Explanatory Statement (with justifications)
• EGM Notice to shareholders
• Form MGT-14 with attachments

Procedure for MOA Amendment

• Step 1: Board Resolution – Initiating amendment proposal
• Step 2: Drafting Special Resolution with proposed changes
• Step 3: Sending Notice of General Meeting (minimum 21 days)
• Step 4: Conducting EGM and passing Special Resolution (3/4th majority)
• Step 5: Filing Form MGT-14 with RoC along with documents
• Step 6: RoC Review and approval of amendment
• Step 7: Updating company records and informing stakeholders

Key Considerations

• Capital Clause changes must be authorised by the Articles of Association
• Liability Clause changes must be filed with RoC within 30 days
• Registered Office (Situation Clause) amendments require Form INC-22
• Companies limited by guarantee cannot extend profit-sharing to non-members
• Pre-2013 Companies Act entities may adopt a fresh MOA to comply with the current law

Why Choose Taxation Point India?

• Expert guidance on drafting and amending MOA
• Preparation of resolutions, explanatory statements & notices
• Seamless RoC filings and approvals
• End-to-end compliance support
• Affordable and professional services tailored for businesses

✅ Ensure seamless MOA Amendment and corporate compliance with Taxation Point India — your trusted partner for Company Law services.