The procedure for alteration of the Memorandum of Association (MOA) under the Companies Act, 2013 is governed primarily by Sections 4, 13, 15, 12, and 61, along with relevant rules. The process begins with convening a Board Meeting after issuing proper notice, where proposals for alteration—such as change of name, object, registered office, liability, or capital—are approved and a general meeting is called. In specific cases, prior approval from regulators or the Registrar may be required. The company must then issue notice for a general meeting and pass the required resolution—special resolution for most changes and ordinary resolution for capital alteration. Post-approval, necessary e-forms such as MGT-14 and other relevant forms must be filed with the Registrar within prescribed timelines along with supporting documents. The alteration becomes effective only upon approval or registration by the Registrar or Central Government, depending on the nature of change. Subsequent disclosures and updates to records and documents are mandatory.
1. Governing provisions of Companies Act, 2013:
| Sections 4, 13 and 15 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014
Sections 12 and 61 of the Companies Act, 2013 |
Procedure:
| Sr. No | Steps |
| 1. | Issue notice for Board meeting – The Board meeting may be convened in compliance with Section 173 and SS-1 by issuing board meeting notice (minimum 7 days in advance or shorter notice, if permitted) |
| 2. | Convene a Board Meeting for:
alteration of any clause of Memorandum of Association namely: Change of Name clause, Change of State/ jurisdiction of Registrar of Companies due to change in Registered Office Address, Change of Object clause, Change in Liability clause, Change in Capital clause authorise director(s) and/ or key managerial personnel for signing any document as required by any authority with regard to proposed alteration approve Notice convening general meeting for approving the proposed change in Memorandum of Association appoint a scrutinizer for the scrutinizing the voting process at the ensuing general meeting, as may be deemed necessary Notes- a. In case of a Section 8 company intending to alter its Memorandum, it will have to seek prior permission of Registrar of Companies before approaching shareholders for their approval. b. Also, in case of a Company governed by any sectoral regulator viz. IRDA, RBI, SEBI etc., it will have to seek in-principle approval from the said regulators before approaching shareholders for their approval. c. For alteration of capital clause, please check whether the authority for alteration is provided for in the Articles of Association. d. Memorandum of Association shall be as per forms specified in Tables A, B, C, D and E in Schedule I of the Companies Act, 2013, as may be applicable to such company |
| 3. | Filing of e-Form RUN–
In case of change of name, Company will have to check the name availability by filing Form RUN (Reserve Unique Name) with the Central Registration Centre, Ministry of Corporate Affairs. Please note that, the name once made available shall be valid only for a period of 20 days. As such, shareholder approval must be sought within the said period only. |
| 4. | Issue/ Dispatch notice for general meeting –
The general meeting may be convened in compliance with Sections 101 of the Companies Act, 2013 and SS-2 by issuing general meeting notice (minimum 21 clear days in advance or shorter notice, if permitted) along with the explanatory statement containing the details as per Section 102 read with Section 13 of the Companies Act, 2013, further read with the Companies (Incorporation) Rules, 2014.
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| 5. | Convene a General Meeting for –
passing a special resolution for alteration of any clause of Memorandum of Association under Section 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 except for alteration of capital clause passing of ordinary resolution for alteration of capital clause of Memorandum of Association under Section 61 of the Companies Act, 2013 |
| 6. | Filing of e-Form MGT 14 and linked e-Form INC 34–
The Company to file e-form MGT 14 with the Ministry of Corporate Affairs within 30 days from the date of passing of special/ ordinary resolution for alteration of memorandum of association. Mandatory Attachments: 1. Certified true copy of the special/ ordinary resolution 2. Explanatory Statement annexed to the Notice convening general meeting 3. Altered copy of Memorandum of Association 4. Altered copy of Articles of Association due to change in any clause of memorandum of association 5. Subscription Sheet 6. Declaration that requirements mandated by its sectoral regulator, if any, viz. IRDA, SEBI, RBI have been complied with 7. NOC from any existing Company, as may be necessary 8. Approval letter of the owner of the trademark, if any 9. Approval letter of e-Form RUN in case of change of name 10. Order from any sectoral regulator, if any, viz. merger, demerger, etc. if any 11. Any other document as be required to be attached depending of the clause altered |
| 7. | Filing of e-Forms as required–
The Company to file e-forms, as the case may be, with the Ministry of Corporate Affairs within 30 days from the date of passing of special/ ordinary resolution for alteration the respective clauses of memorandum of association. Attachments for e-Forms INC 24 (Alteration of Name Clause): Copy of the notice convening the Extraordinary General Meeting (EGM) and the explanatory statement. Certified true copy of the Special Resolution Altered copy of Memorandum of association & Articles of Association Minutes of General meeting along with attendance sheets Scrutinizer report- optional attachment Attachments for e-Forms INC 22 (Alteration of Situation Clause) The registered document of the title of the premises. If the premises are rented or leased, a notarized copy of the Lease/Rent Agreement in the name of the company is required, along with rent receipts not older than one month. Copies of utility bills (electricity, gas, or telephone) not older than two months No Objection certificate(NOC) from the owner of the premises Certified true copy of the Special Resolution Certified copy of the updated MOA. A photograph of the registered office showing the external building and the inside of the office include atleast one director or KMP whose Digital Signature Certificate (DSC) is affixed on the form. Attachments for e-Forms SH-7(Alteration of Capital Clause) Certified true copy of the Ordinary or Special Resolution passed Copy of the general meeting notice along with the explanatory statement A certified copy of the altered MOA Copy of the order from the Central Government or National Company Law Tribunal (NCLT), if the alteration is pursuant to their mandate. If the form is being filed specifically for the redemption of redeemable preference shares, a certified true copy of the authorizing Board Resolution is required. Attachments for e-Forms MGT-14 (Alteration of Object Clause) Certified True Copy (CTC) of the Special Resolution passed A copy of the notice convening the Extraordinary General Meeting (EGM) along with the explanatory statement. Certified copy of the updated Memorandum of Association Minutes of General meeting along with attendance sheets |
| 8. | Disclosure in Board Report, Annual Return and on website (if any) –
The Company must mention the details of the alteration of respective clauses of memorandum of association in the Board Report. The details are also required to be filled in the Annual Return of financial year in which such changes take place. Further, the Company shall also post the information of such alteration on its website, if any. The website of the company should also be renamed in case there is a change of the name of the company. |
| 9. | Effect of alteration of Memorandum of Association-
Any change in the name of a company shall be effective on approval of the Registrar of Companies in writing. However, no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of the Companies Act, 2013. Any change in the registered office from one State shall be effective on approval by the Central Government. Any other alteration unless registered by the Registrar of Companies, shall not be effective |
| 10. | Noting of alteration of memorandum of association-
Every alteration made in the memorandum of association of a Company shall be noted in every copy thereof. New common seal, if so required by the Articles of Association Printing of new stationery and/ or rubber stamp, as required Preparation of new sign board(s) to be displayed outside the office premise or elsewhere, as required Correction of all records viz. statutory registers, share certificates, name of bank/ demat/ other account(s), other books or documents, as required Apply for tax registrations/ other relevant registrations and licenses with new name/ address, as the case may be |
Steps not applicable to private companies:
| There are no specific exemptions available as per type of company. |
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**This document is for educational purposes only and does not constitute legal advice.
Author : M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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