Board Meeting: Alter MOA / AOA

Memorandum of Association and Articles of Association are the 2 most important documents of a Company prepared at the time of establishment. These 2 documents have different clauses with all the important & confidential information about the Company. There are various situations under which MOA / AOA needs to be altered. A company has to call EGM and pass a special resolution to alter MOA / AOA in accordance with Section 13 of the Companies Act 2013.

MOA contains the following clauses:

  • Name of the Company
  • Registered Address of the Company
  • Main objects of the Company
  • Authorised Share capital of the Company

Situations under which MOA / AOA needs to be altered:

  • Change in the name of the Company.
  • Change of registered office of the Company.
  • Change in Object Clause of the company.
  • Change in the authorized capital of the company.
  • Change in the liability of the members of the company.

Procedure for Alteration in MOA / AOA

Change in MOA has to be made in accordance with the provisions of Section 13 of the Companies Act, 2013.

  • Hold a board meeting to recommend the proposal for members’ consideration by passing a special resolution.
  • Give notice of an Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
  • Since alteration of the memorandum is a special business, therefore, an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
  • The company is required to file special resolution passed by shareholders for the alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed on MCA portal for registration of special resolution within 30 days of passing of the resolution.
  • Alteration made under section 13 shall not have any effect until it has been registered.
Meeting Minutes
Download Sample Board Meeting Minutes for Alteration in MOA
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Meeting Minutes
Download Sample Board Meeting Minutes for Alteration in MOA
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FAQs

Is MOA a public document?

Memorandum of Association (MOA) is the supreme public document which contains all those information that are required for the company at the time of incorporation.

What is the difference between MOA and AOA?

Memorandum of Association‘ abbreviated as MOA, is the root document of the company, which contains all the basic details about the company. On the other hand, ‘Articles of Association‘ shortly known as AOA, is a document containing all the rules and regulations designed by the company.

3. Can we change the Main Objects of the Company without changing the name of the Company?

Yes, Main Objects of the Company can be changed without changing the name of the Company after complying with the provisions of Section 13 of the Companies Act, 2013.

Got Questions? Ask Away!

  1. Hey @Sofiyah_Valiante

    Approval of the Board and Members of the company is required in order to alter AoA/ MoA. Once the same has been obtained, the company can make the alteration by filing e-Form MGT-14 along with necessary documents.

    Hope this helps!