Overview: Alteration of MOA & AOA in India

The Memorandum of Association (MOA) and Articles of Association (AOA) are foundational documents for any registered company in India. As businesses grow or change direction, it becomes necessary to alter these documents to reflect new objectives, structural changes, or regulatory updates.

At Bharat eFiling Point, we help companies modify their MOA and AOA efficiently, legally, and in full compliance with the Companies Act, 2013. Whether you’re expanding your scope of business, increasing authorized capital, or restructuring management, we make the process seamless and legally sound.

What is MOA & AOA?

• MOA (Memorandum of Association):
  It defines the company’s purpose, objectives, jurisdiction, capital, and relationship with the external world. It includes clauses such as Name Clause, Object Clause, Capital Clause, etc.

• AOA (Articles of Association):
  It contains the rules and regulations for managing the company’s internal affairs such as voting rights, director appointments, dividend distribution, board powers, and meetings.

Any amendment in these documents must be approved by the shareholders and filed with the Registrar of Companies (ROC).

Common Reasons to Alter MOA & AOA

• Change in company name

• Change in registered office (within city/state or inter-state)

• Addition or modification of business activities/objectives

• Increase or reduction in authorized share capital

• Change in liability of company members

• Conversion of company type (e.g., Pvt Ltd to LLP)

• Internal restructuring or governance updates

Advantages of Altering MOA & AOA

•  Align documents with current business operations

•  Enable legal expansion into new products or markets

•  Improve internal company governance

•  Reflect new ownership, mergers, or acquisitions

•  Comply with legal, financial, or statutory requirements

•  Ensure smoother regulatory filings and corporate transparency

Key Points on MOA Alteration

1. Name Clause – Required when the company is changing its legal name.

2. Registered Office Clause – When shifting office location within or across states.

3. Object Clause – For adding new business activities or removing old ones.

4. Capital Clause – When increasing or decreasing authorized share capital.

5. Liability Clause – If the liability structure is being changed (limited/unlimited).

6. Subscription Clause – For changes in initial shareholders or subscribers.

Key Points on AOA Alteration

• Modify voting rights and procedures

• Update rules for appointing directors

• Change dividend policies or profit-sharing structures

• Redefine share transfer rules and shareholder rights

• Include new regulatory or compliance clauses

• Change meeting rules (quorum, notice, etc.)

Documents Required for MOA & AOA Alteration

• Certified copies of Board and Special Resolutions

• Notice of the Extraordinary General Meeting (EGM)

• Updated MOA and AOA with proposed changes

• Digital Signature Certificates (DSC) of directors

• Director Identification Numbers (DINs)

• Name reservation approval (if applicable)

• Regional Director approval (for inter-state changes)

Step-by-Step Process to Alter MOA & AOA

1. Hold a Board Meeting

• Pass a resolution for the proposed alterations

• Approve the notice to call an EGM

2. Conduct EGM (Extraordinary General Meeting)

• Shareholders vote on the proposed changes

• A special resolution must be passed (at least 75% approval)

3. Filing with ROC

• Submit Form MGT-14 within 30 days of the special resolution

• Submit Form INC-27 or INC-24 if required, depending on the type of change

• Attach necessary documents and updated MOA/AOA

4. Approval and Issuance

• ROC verifies the changes

• Once approved, the company receives a confirmation with updated records

Timelines and Penalties

• All ROC filings must be done within 30 days of passing the resolution

• Delay in filing may attract late fees or penalties under the Companies Act

• Inter-state office changes may take longer due to Regional Director approval

Why Choose Bharat eFiling Point for MOA & AOA Alteration?

•  End-to-end documentation and ROC compliance

•  Expert drafting of resolutions and legal documents

•  Affordable pricing and quick turnaround

•  PAN India support across all ROC jurisdictions

•  Transparent process with timely updates

•  100% government compliant and audit-ready services

Let Bharat eFiling Point handle the legal and procedural tasks while you focus on your company’s vision.