MOA and AOA Amendment

Overview

The Memorandum of Association (MOA) states what the company is: its name, registered office state, objects, liability and capital. The Articles of Association (AOA) are the internal rules for management and members, from share transfer limits to board powers. Both can be changed by following the Companies Act, 2013 (Section 13 for the MOA, Section 14 for the AOA) and filing the resolutions with the Registrar of Companies (ROC).

Who needs it

• A company adding a new business line that is outside its object clause.
• A company taking an investor whose rights must be written into the AOA.
• A company introducing ESOP, new share classes or different voting rights.
• A company restructuring its board, quorum or transfer rules.
• A company converting or aligning its documents with changes in law.

What Zenith does

Zenith listens to the commercial change you want and decides which clauses are involved. Your relationship manager shares a checklist, reviews the current MOA and AOA, drafts the altered text, the board notice, EGM notice, explanatory statement and resolutions, and prepares MGT-14 and any linked forms through appropriately authorised professionals. We explain every change before it is filed and keep the altered documents ready for investors and banks. Timelines depend on completeness, complexity and authority processing.

Eligibility and key rules

• MOA clauses that can change: name, objects, capital, registered office (state) and liability of members.
• AOA changes include share transfer restrictions, voting rights, director appointment rules, ESOP, dividends, quorum and meeting rules.
• Both are changed by a special resolution (three-fourths of the votes cast) at a general meeting.
• The AOA must not conflict with the MOA or the Companies Act.
• Some changes need an extra form as well: INC-24 for a new name, SH-7 for capital, INC-23 for moving the registered office to another state.
• EGM notice is at least 21 days unless members with at least 95% of voting rights consent to shorter notice.

Documents required

• Existing MOA and AOA.
• Board resolution approving the change and convening the EGM.
• EGM notice with explanatory statement.
• Draft of the altered MOA or AOA.
• Special resolution and minutes.
• DSC and DIN of the signing director.
• Investor term sheet or agreement, where the change is investor-driven.

Process and timeline

1. Review current documents and agree the exact wording.
2. Hold a board meeting to approve the proposal and fix the EGM.
3. Send EGM notice to members, directors and auditors.
4. Pass the special resolution at the EGM.
5. File MGT-14 within 30 days of the resolution with the altered document.
6. File the linked form if the change touches name, capital or registered office.
7. After ROC acknowledgement, circulate the altered AOA or MOA and update registers.

Timelines depend on completeness, complexity and authority processing.

Government fees, penalties and due dates

• MGT-14 is due within 30 days of the special resolution; its fee depends on authorised capital.
• Linked forms carry their own fees: for example INC-24 or SH-7 by capital slab.
• Late MGT-14 attracts additional filing fees that grow with the delay.
• An amendment that is not filed is not effective against the ROC record and can be challenged.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Changing the AOA to match an investor term sheet without checking the MOA.
• Giving short notice for the EGM without the 95% consent.
• Filing MGT-14 but forgetting the linked INC-24, SH-7 or INC-23.
• Not circulating the printed altered AOA afterwards.
• Leaving the shareholders agreement inconsistent with the amended AOA.

FAQs