Procedure of Alteration of Memorandum of Association under the Companies Act, 2013

The Memorandum of Association (MOA) is a fundamental constitutional document of a company that defines its objectives, scope of operations, powers and relationship with shareholders and the outside world. Since the MOA lays down the very foundation of a company, any change to it must strictly comply with the provisions of the Companies Act, 2013 and the rules made thereunder.

Alteration of the MOA becomes necessary when a company expands its business, diversifies its activities, restructures operations, changes its registered office or undertakes compliance-driven modifications. This blog explains the meaning, legal framework and step-by-step procedure for alteration of the Memorandum of Association under the Companies Act, 2013.

What is the Memorandum of Association?

As per Section 4 of the Companies Act, 2013, the Memorandum of Association defines the constitution of the company and determines the scope of activities it is permitted to undertake. It governs the company’s interaction with shareholders and third parties and limits its operational powers.

The MOA generally contains the following clauses: -

• Name Clause
• Registered Office Clause
• Object Clause
• Liability Clause
• Capital Clause
• Subscription Clause

Each of these clauses may be altered, subject to compliance with the prescribed statutory procedure.

Governing Provisions for Alteration of MOA

Alteration of the Memorandum of Association is governed by the following provisions of the Companies Act, 2013: -

• Sections 4, 13 and 15, read with the Companies (Incorporation) Rules, 2014
• Section 12 – relating to change in registered office
• Section 61 – relating to alteration of share capital, where authorised by the Articles of Association

In most cases, approval of shareholders by way of a special resolution is mandatory. In certain circumstances, approval of the Regional Director or other regulatory authorities is also required.

Types of Alteration of Memorandum of Association

A company may alter its MOA for various reasons, including: -

• Change in the name of the company
• Change in the registered office
• Change in the main or ancillary business objects
• Increase, consolidation, subdivision or reduction of authorised share capital
• Change in the liability of members

Each type of alteration involves different procedural requirements and statutory filings.

Procedure for Alteration of Memorandum of Association

Step 1: Convening a Board Meeting

The process begins with convening a meeting of the Board of Directors in accordance with Section 173 of the Companies Act, 2013.

At the Board Meeting, the following actions are taken: -

• Approval of the proposal for alteration of the relevant clause(s) of the MOA
• To fix the date, time and venue of the General Meeting
• Approval of the draft notice of the General Meeting along with the explanatory statement
• Authorisation of a director or company secretary to file documents with the Registrar of Companies or Regional Director

Important Considerations: -

• Section 8 Companies may require prior approval of the Registrar of Companies.
• Companies regulated by authorities such as RBI, SEBI or IRDAI must obtain in-principle approval from the concerned regulator.
• For alteration of the capital clause, the Articles of Association must authorise such change.
• The altered MOA must be drafted in the format prescribed under Schedule I (Tables A–E) of the Act.

Step 2: Filing of RUN (Where Name Change is Involved)

In the case of an alteration to the Name Clause, the company must check name availability by filing a RUN, viz., Reserve Unique Name with the Central Registration Centre. The approved name is valid for a period of 60 days, during which shareholders’ approval must be obtained.

Step 3: Issuing Notice of General Meeting

Notice of the General Meeting must be issued in compliance with the provisions of Section 101 of the Companies Act, 2013, giving at least 21 clear days’ notice, unless a shorter notice is consented to.

The notice must be accompanied by an explanatory statement under Section 102, which explains clearly the nature, reasons and impact of the proposed alteration.

Step 4: Passing Resolution in General Meeting

At the General Meeting, shareholders approve the alteration by passing: -

• A Special Resolution for alteration of clauses such as Name, Registered Office, Objects or Liability under Section 13
• An Ordinary Resolution for alteration of the Capital Clause under Section 61, where permitted by the Articles

The resolution must be passed by the prescribed majority.

Step 5: Filing of Form MGT-14 with ROC

The company must file Form MGT-14 with the Registrar of Companies within 30 days of passing the resolution.

The form is filed along with: -

• Certified copy of the resolution
• Notice of the General Meeting with explanatory statement
• Altered Memorandum of Association

Failure to file Form MGT-14 within the stipulated time attracts penalties under the Act.

Step 6: Approval of Regional Director (Where Applicable)

Approval of the Regional Director, acting on behalf of the Central Government, is mandatory in certain cases, such as: -

• Shifting of the registered office from one State to another
• Change of name requiring Central Government approval

Application is made in Form INC-23, supported by documents such as the special resolution, altered MOA, affidavit and list of creditors. The Regional Director may impose conditions while granting approval.

Step 7: Filing of Relevant Forms with ROC

Depending on the nature of alteration, the following forms are filed: - 

• INC-24 – for change of name
• INC-22 – for change in registered office
• SH-7 – for alteration of authorised share capital
• INC-28 – for filing orders of the Regional Director or other authority

The alteration becomes effective only after registration by the Registrar of Companies and where applicable, issuance of a fresh Certificate of Incorporation.

Clause-Wise Alteration of MOA

1. Name Clause: Special Resolution → RUN approval → INC-24
2. Registered Office Clause: -
• Same city – Board Resolution
• Same State, different city – Special Resolution
• Different State – Special Resolution + RD approval
3. Object Clause: Special Resolution + MGT-14
4. Capital Clause: Ordinary Resolution + SH-7
5. Liability Clause: Written consent of affected members + Special Resolution

Effect and Post-Alteration Compliances

As per Section 15 of the Companies Act, 2013, an alteration of the MOA becomes effective only after registration with the Registrar of Companies or approval of the Central Government, wherever applicable. Once registered, the altered MOA becomes binding on the company and its members and any act beyond its scope is considered ultra vires.

Post-alteration, the company must update the statutory registers, letterheads, signboards, bank records, licences and disclosures in the Board’s Report and Annual Return.

Conclusion

Alteration of the Memorandum of Association is a significant corporate action that must be undertaken with due care and strict compliance with the Companies Act, 2013. The law prescribes a structured and organised procedure that involves board approval, shareholders’ consent, regulatory approvals, where required and timely filings with the Registrar of Companies to safeguard stakeholder interests.For professional help, do contact to Remind Legal, our experts will help you.

Companies should carefully assess the need for alteration, ensure proper documentation and complete all post-alteration compliances diligently. Given the technical nature of the process, professional assistance is advisable to ensure seamless execution and full legal compliance.