How to Alter MOA or AOA of a Company in India | IncorpX

Dhanush Prabha

Step-by-Step Guide 6 Steps

How to Alter MOA or AOA of a Company in India (MCA Process)

Reviewed by Industry Experts & Startup Specialists.

Last Updated: 25 May 2026, 01:30 PM

Quick Overview

Estimated Cost₹3000

Time Required15 to 45 Days

Total Steps6 Steps

What You'll Need

Documents Required

Existing MOA and AOA of the company (certified copies)
Board resolution authorizing the proposed alteration
Special resolution passed at a general meeting or through postal ballot
Altered MOA or AOA incorporating the approved changes
Explanatory statement under Section 102 for the special resolution
Digital Signature Certificate (DSC) of the authorized signatory
NOC from creditors (for certain MOA alterations under Section 13)

Tools & Prerequisites

Active company account on MCA V3 portal at mca.gov.in with valid CIN
Class 2 or Class 3 DSC registered on the MCA portal
Professional assistance from a Compliance Professional or Expert for complex alterations
Stamp duty payment facility for altered MOA/AOA printing

The Memorandum of Association (MOA) and Articles of Association (AOA) are the two foundational documents of every Indian company. Altering either document requires a special resolution (75% majority), filing with the ROC through MCA portal, and compliance with specific provisions of the Companies Act, 2013. The cost ranges from Rs 3,000 to Rs 15,000 depending on the clause being altered, and the timeline varies from 15 to 90 days. This guide covers all types of MOA and AOA alterations with the exact forms, fees, attachments, and step-by-step process.

All MOA/AOA alterations require special resolution (75% majority) except authorized capital increase (ordinary resolution)
MGT-14 filing is mandatory for every alteration within 30 days of the resolution
Different MCA forms for different clauses: INC-27 (objects), INC-24 (name), SH-7 (capital), INC-23 (office state)
Central Government approval removed for object clause changes since 2015 Amendment Act
Inter-state office transfer is the most complex (Regional Director approval needed, 45-90 days)

What is MOA and AOA?

The Memorandum of Association (MOA) is the charter document of a company defining its identity, scope, and fundamental characteristics. Under Section 4 of the Companies Act, 2013, every company must have a MOA containing 6 mandatory clauses: the Name Clause (company name with Private Limited/Limited suffix), the Situation Clause (state where the registered office is located), the Objects Clause (business activities the company can pursue), the Liability Clause (limited by shares or guarantee), the Capital Clause (authorized share capital and its division into shares), and the Subscription Clause (names of initial subscribers and shares taken).

The Articles of Association (AOA) is the internal constitution governing how the company operates day to day. It prescribes rules for: share allotment and transfer, board composition and meetings, director powers and duties, general meeting procedures, dividend declaration, borrowing powers, audit, accounts, and winding up. Table F of Schedule I to the Companies Act provides model articles that apply by default unless the company adopts its own custom AOA.

MOA alteration is governed by Sections 13 to 16 of the Companies Act, 2013. AOA alteration follows Section 14. Authorized capital changes follow Sections 61 and 64. Filing requirements fall under Section 117 (MGT-14) and specific form rules. Administered by the Registrar of Companies (ROC) under MCA at mca.gov.in.

Types of MOA Alterations

MOA Clause	Section	Resolution Type	MCA Form	Additional Approval	Timeline
Name Clause (Clause I)	Section 13(2)	Special Resolution	INC-24	RUN name approval	15-30 days
Situation Clause (Clause II) -- within state	Section 12(5)	Board Resolution	INC-22	None	7-15 days
Situation Clause (Clause II) -- inter-state	Section 13(4)	Special Resolution	INC-23 + INC-28	Regional Director	45-90 days
Objects Clause (Clause III)	Section 13(1)	Special Resolution	INC-27	None (since 2015)	15-30 days
Liability Clause (Clause IV)	Section 18	Special Resolution	Specific forms	NCLT (for conversion)	60-120 days
Capital Clause (Clause V)	Section 61	Ordinary Resolution	SH-7	None	7-15 days

Based on our experience handling 2,000+ MOA/AOA alterations, the object clause alteration is the most frequently requested change as businesses expand into new activities. Since 2015, this has become much simpler -- no Central Government approval needed. The entire process completes in 15 to 30 days. The second most common alteration is authorized capital increase (before share allotment rounds), which is the simplest and fastest alteration, completing in 7 to 15 days with just an ordinary resolution.

Step-by-Step: Object Clause Alteration (Most Common)

Step 1: Draft the New Object Clause

Review the existing objects clause in the MOA and draft the proposed additions, deletions, or modifications. The objects should be described in clear, specific language covering the business activities the company intends to pursue. Avoid overly broad or vague descriptions. Each object should be a separate numbered sub-clause. Common additions include: expanding from services to manufacturing, adding e-commerce activities, including consulting or advisory services, and adding import/export activities.

Step 2: Pass Board Resolution

Convene a board meeting and pass a resolution authorizing: the proposed alteration to the objects clause, convening an EGM for shareholder approval, the specific wording of the special resolution, and the director or compliance professional authorized to file MCA forms. Prepare the explanatory statement under Section 102 explaining why the alteration is needed and its expected impact on the company.

Step 3: Pass Special Resolution at EGM

Send EGM notice with 21 clear days to all shareholders. The notice must include the complete text of the proposed special resolution and the explanatory statement. At the EGM, the resolution requires 75% of votes cast in favor. The chairman declares the resolution passed and records it in the minutes. Alternatively, conduct a postal ballot under Section 110 for shareholder convenience.

The 21 clear days exclude both the day of sending the notice and the day of the meeting. For example: if the EGM is on July 25, the notice must be sent by July 3 or earlier. Short notice (less than 21 days) is allowed only if agreed by 95% of shareholders entitled to vote. Missing the notice period makes the resolution void and unenforceable. Use speed post or registered email for verifiable delivery.

Step 4: File Form MGT-14

File Form MGT-14 with the ROC within 30 days of passing the special resolution. This registers the resolution with the ROC. Attach: certified copy of the special resolution, explanatory statement, altered MOA (with new objects), board resolution, and meeting notice. Pay the filing fee (Rs 200 to Rs 600). The MGT-14 filing must be completed before or simultaneously with the INC-27 filing.

Step 5: File Form INC-27

File Form INC-27 (alteration of memorandum -- objects) with the ROC. This is the substantive form for the object clause change. Enter the CIN, verify company details, specify the alteration type (objects), and upload attachments: altered MOA, special resolution, board resolution, and explanatory statement. Pay the filing fee. The ROC processes INC-27 within 5 to 15 working days and registers the altered MOA.

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Step-by-Step: Company Name Change

Step 1: Check Name Availability (RUN Service)

Apply for name reservation through the RUN (Reserve Unique Name) service on the MCA portal. Propose up to 2 names. The MCA checks against existing companies, LLPs, and trademarks. Fee: Rs 1,000. Approved names are reserved for 60 days. Choose distinctive, non-generic names to improve approval chances. Avoid names identical or similar to existing companies or well-known trademarks.

Step 2: Pass Special Resolution and File Forms

After name approval through RUN, pass a special resolution at EGM approving the name change. File MGT-14 within 30 days. Then file Form INC-24 (application for change of name) with the ROC. Attach: RUN approval letter, special resolution, altered MOA with new name, and board resolution. The ROC issues an updated Certificate of Incorporation reflecting the new name within 7 to 15 working days.

Step 3: Update All Registrations

After receiving the new certificate, update: PAN card (Form 49A), TAN (Form 49B), GST registration (amendment application), bank accounts, EPFO registration, ESIC registration, professional tax registration, trade license, and all contracts and agreements. Also update the company website, email addresses, letterheads, business cards, and signboard at the registered office.

Step-by-Step: Authorized Capital Increase

This is the simplest MOA alteration as it requires only an ordinary resolution (simple majority).

Step	Action	Form	Timeline
1	Pass ordinary resolution at EGM	MGT-14	1 day (meeting)
2	File MGT-14 with ROC	MGT-14	Within 30 days
3	Pay stamp duty on increase	State e-stamping	1-2 days
4	File Form SH-7 with ROC	SH-7	Within 30 days
5	ROC approval	--	5-10 working days

AOA Alteration Process

AOA amendments are simpler than MOA alterations. The process requires only a special resolution and MGT-14 filing -- no separate form beyond MGT-14 is needed.

Common AOA amendments include: adding or modifying share transfer restrictions, updating board composition rules, changing quorum requirements, adding ESOP provisions, modifying borrowing limits, adding investor protection clauses (anti-dilution, ROFR, tag-along, drag-along), and updating dividend policy. The altered AOA must not conflict with any MOA provision or any mandatory provision of the Companies Act.

During fundraising rounds, investors typically require AOA amendments to include protective clauses: affirmative voting rights on key decisions, board seat nomination rights, anti-dilution provisions, liquidation preference, and information rights. Draft these amendments carefully with legal counsel as they affect all future shareholders. Consider the impact on existing shareholders and ensure the special resolution passes with their support. Investor-driven AOA changes are the most complex amendments we handle in practice.

Cost Comparison for Different Alterations

Alteration Type	Government Fees	Professional Fees	Other Costs	Total Estimate
Object Clause Change	Rs 400 to Rs 1,200	Rs 3,000 to Rs 8,000	Stamp duty Rs 100-500	Rs 3,500 to Rs 10,000
Company Name Change	Rs 1,200 to Rs 1,800	Rs 5,000 to Rs 10,000	Stationery update costs	Rs 6,000 to Rs 15,000
Authorized Capital Increase	Rs 400 to Rs 50,000	Rs 3,000 to Rs 8,000	Stamp duty 0.1%-0.15%	Rs 5,000 to Rs 60,000+
Inter-state Office Transfer	Rs 400 to Rs 1,200	Rs 8,000 to Rs 15,000	Newspaper ads Rs 5,000+	Rs 15,000 to Rs 30,000
AOA Amendment	Rs 200 to Rs 600	Rs 3,000 to Rs 8,000	Stamp duty Rs 100-500	Rs 3,000 to Rs 9,000

Common Mistakes in MOA/AOA Alteration

1. Filing MGT-14 Late or Missing It Entirely

Every MOA/AOA alteration requires MGT-14 filing within 30 days of the special resolution. Companies often file the specific form (INC-27, SH-7) but forget MGT-14 for the resolution itself. Both filings are independent and mandatory. Late MGT-14 attracts additional fees up to 12x the normal fee plus penalties up to Rs 5 lakh.

2. Not Checking Name Availability Before EGM

For name changes, companies sometimes pass the special resolution first and then apply for RUN name availability. If the proposed name is rejected, the resolution becomes useless and a fresh EGM must be convened. Always secure RUN approval first, then pass the special resolution referencing the approved name.

3. AOA Conflicting with MOA After Amendment

After AOA amendment, verify that no provision conflicts with the existing MOA. For example, if the MOA limits authorized capital to Rs 10 lakh but the AOA amendment references share allotment of Rs 15 lakh, the AOA provision is void to the extent of the conflict. The MOA is always supreme over the AOA.

Any MOA or AOA provision that conflicts with the Companies Act, 2013 is void to the extent of the conflict (Section 6). You cannot use an AOA amendment to bypass mandatory statutory requirements. For example, you cannot amend the AOA to allow board meetings without quorum, dispense with annual filing requirements, or remove statutory audit obligations. Always verify proposed amendments against the mandatory provisions of the Act.

Planning a complex MOA/AOA alteration for fundraising or restructuring? Our legal team handles investor-grade documentation and MCA filings.

Talk to an Expert

Private Limited Company Registration -- register a new company with custom MOA/AOA
How to File MGT-14 -- mandatory resolution filing for all alterations
Share Issuance and Allotment -- often done after capital increase
Annual Compliance for Private Limited -- ongoing compliance requirements
Company Name Change Service -- professional name change assistance

Summary

Altering the MOA or AOA of an Indian company requires a special resolution (75% majority) and filing with the ROC through the MCA portal. The process varies by clause: object clause changes (INC-27, 15-30 days), name changes (RUN + INC-24, 15-30 days), capital increases (SH-7, 7-15 days with ordinary resolution), and inter-state office transfers (INC-23 + Regional Director approval, 45-90 days). AOA amendments require only MGT-14 filing. Professional fees range from Rs 3,000 to Rs 15,000. Always file MGT-14 within 30 days and verify that the altered documents do not conflict with the Companies Act or each other.

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Frequently Asked Questions

What is the Memorandum of Association (MOA)?

The Memorandum of Association (MOA) is the charter document of a company defining its fundamental characteristics. It contains 6 mandatory clauses: Name Clause (company name), Situation Clause (state of registered office), Objects Clause (business activities), Liability Clause (member liability type), Capital Clause (authorized share capital), and Subscription Clause (initial subscribers). The MOA defines the company's relationship with the outside world and can be altered only through specific statutory procedures.

What is the Articles of Association (AOA)?

The Articles of Association (AOA) is the internal rulebook of a company governing its management, administration, and member relationships. It covers: share capital and transfer rules, director appointment and removal, board meeting procedures, dividend declaration, borrowing powers, audit provisions, and winding up. The AOA is subordinate to the MOA -- any AOA provision conflicting with the MOA is void. AOA can be altered by special resolution under Section 14.

What is a special resolution?

A special resolution under Section 114(2) requires: notice of at least 21 clear days specifying the intention to propose the resolution as special, and approval by at least 75% of votes cast by members (in person or proxy) at a general meeting. Special resolutions are needed for significant changes including MOA/AOA alteration, company name change, registered office shift, capital reduction, and buyback. The resolution must be filed with the ROC via Form MGT-14.

How to change the company name in the MOA?

Name change requires: name availability check through RUN (Reserve Unique Name) service on MCA portal (Rs 1,000 fee), special resolution at EGM, filing Form MGT-14 (resolution), and filing Form INC-24 (application for name change) with the ROC. The ROC issues an updated Certificate of Incorporation with the new name. Timeline: 15 to 30 days. Update PAN, TAN, GST, bank accounts, and all registrations after the name change.

How to change the object clause in the MOA?

Object clause alteration under Section 13(1) requires: special resolution at a general meeting, filing Form MGT-14 (resolution), and filing Form INC-27 (alteration of MOA -- objects). No Central Government approval is needed since the Companies (Amendment) Act, 2015 removed this requirement. The ROC registers the altered MOA within 5 to 15 working days. Update the company's GST registration if the altered objects change the nature of supply.

How to change the registered office state in the MOA?

Inter-state registered office transfer requires: special resolution, filing Form MGT-14, filing Form INC-23 (application to Regional Director), confirmation from the Regional Director, and filing Form INC-28 (order of Regional Director). The process involves publishing newspaper advertisements, obtaining creditor NOCs, and Regional Director hearing. Timeline: 45 to 90 days. This is the most complex MOA alteration.

How to increase authorized share capital?

Authorized capital increase alters the Capital Clause of MOA. Process: pass an ordinary resolution at a general meeting (Section 61(1)(a)), file Form SH-7 with the ROC within 30 days, pay stamp duty on the increased amount (0.1% to 0.15% depending on state), and pay MCA filing fees based on the increase amount. No special resolution is needed for capital increase. Timeline: 7 to 15 days.

What is Form INC-27?

Form INC-27 is the MCA form for filing alteration of the Memorandum of Association relating to the objects clause under Section 13. Attachments required: certified copy of the special resolution, altered MOA with the new objects, explanatory statement under Section 102, and board resolution. The filing fee is based on the company's authorized share capital. The ROC processes INC-27 within 5 to 15 working days.

What is the fee for MOA/AOA alteration?

Fees vary by alteration type: MGT-14 filing: Rs 200 to Rs 600 (based on authorized capital), INC-27 (objects change): Rs 200 to Rs 600, INC-24 (name change): Rs 200 to Rs 600 plus RUN fee of Rs 1,000, SH-7 (capital increase): fees based on the increase amount, INC-23 (inter-state transfer): Rs 200 to Rs 600 plus newspaper advertisement costs. Professional fees for the complete process: Rs 3,000 to Rs 15,000 depending on complexity.

Can AOA be altered without altering MOA?

Yes. The AOA can be independently altered by passing a special resolution under Section 14, without any change to the MOA. Common AOA amendments include: changing share transfer restrictions, modifying director appointment procedures, updating borrowing limits, amending dividend policies, and adding new articles for ESOP or investor rights. File Form MGT-14 with the altered AOA within 30 days. No separate form is needed beyond MGT-14.

Is Central Government approval needed for MOA alteration?

Since the Companies (Amendment) Act, 2015, Central Government approval is no longer required for altering the objects clause. Previously, Section 13(8) required Central Government approval, but this was removed. Currently, the only MOA alteration requiring external approval beyond the ROC is inter-state registered office transfer (Section 13(4)), which requires Regional Director confirmation. All other alterations need only a special resolution and ROC filing.

What is the timeline for MOA/AOA alteration?

Timeline varies by alteration type: AOA amendment: 15 to 20 days (special resolution + MGT-14), Object clause change: 15 to 30 days (special resolution + MGT-14 + INC-27), Name change: 15 to 30 days (RUN + special resolution + MGT-14 + INC-24), Capital increase: 7 to 15 days (ordinary resolution + SH-7), Inter-state office transfer: 45 to 90 days (special resolution + INC-23 + RD approval + INC-28). Professional assistance reduces timeline.

What happens if MOA/AOA alteration is not filed with ROC?

Non-filing has consequences: the alteration is valid between the company and its members but not binding on third parties until filed with the ROC. Late filing of MGT-14 attracts additional fees (2x to 12x based on delay duration). The company and officers face penalties under Section 117(2): fine of Rs 10,000 to Rs 5,00,000 for the company and Rs 50,000 for officers in default. Persistent non-filing may trigger compliance scrutiny.

Can a private company change its objects to a regulated activity?

Yes, but additional regulatory approvals may be needed. For example: changing objects to include NBFC activities requires RBI registration, adding insurance requires IRDAI license, adding banking requires RBI banking license, and adding securities trading requires SEBI registration. The MOA object clause alteration at MCA is only the first step -- the company must obtain the relevant regulatory license before commencing the regulated activity.

What is the difference between main objects and ancillary objects?

Under the old Companies Act, 1956, the objects clause had three sub-clauses: main objects, ancillary objects, and other objects. Under the Companies Act, 2013, this distinction is removed. The MOA now has a single objects clause listing all business activities the company can pursue. The company can carry on any activity listed in the objects clause without categorizing them as main or ancillary. This simplifies MOA drafting and alteration.

How to alter AOA for adding ESOP provisions?

To add ESOP (Employee Stock Option Plan) provisions in the AOA: draft the ESOP articles covering grant, vesting, exercise, and lapse terms; pass a special resolution at a general meeting approving both the ESOP scheme (Section 62(1)(b)) and the AOA amendment (Section 14); file Form MGT-14 with the altered AOA and ESOP scheme; obtain a valuation report from a registered valuer. The ESOP articles must comply with Rule 12 of the Share Capital Rules.

Is stamp duty applicable on altered MOA/AOA?

Yes. The altered MOA/AOA must be printed on stamp paper of appropriate value as per the state's Stamp Act. Stamp duty rates vary by state: Maharashtra charges Rs 100 to Rs 500, Karnataka charges similar amounts. For authorized capital increase (SH-7), stamp duty is 0.1% to 0.15% of the increase amount. E-stamping through SHCIL portal is available in most states. Unstamped altered documents may not be admissible as evidence in legal proceedings.

Can the liability clause of MOA be altered?

The Liability Clause (Clause IV) states that the liability of members is limited (by shares or guarantee). Altering this clause to make liability unlimited is practically impossible as it fundamentally changes the company's nature. Converting from limited to unlimited requires compliance with Section 18 (re-registration of unlimited company as limited). Converting from limited by shares to limited by guarantee (or vice versa) requires NCLT approval under the Companies Act.

What is Form INC-24 for company name change?

Form INC-24 is the application for change of name under Section 13(2). It is filed after: name availability through RUN service (Reserve Unique Name), special resolution at EGM, and MGT-14 filing. Attachments: certified copy of special resolution, altered MOA with new name, RUN approval letter, and board resolution. The ROC issues an updated Certificate of Incorporation reflecting the new name. Processing time: 7 to 15 working days.

What is the RUN service for company name change?

RUN (Reserve Unique Name) is the MCA's online name reservation service. Apply through the MCA portal by proposing up to 2 names. The system checks for name availability against existing companies, LLPs, and trademarks. Fee: Rs 1,000. The approved name is reserved for 60 days. If the first application is rejected, a resubmission is allowed within 15 days at no extra charge. Use distinctive, non-generic names to improve approval chances.

How to alter MOA for adding new business activities?

To add new business activities: draft the additional objects in clear language describing the new activities; pass a special resolution at EGM; file Form MGT-14 (resolution registration); file Form INC-27 (MOA alteration -- objects); attach altered MOA, explanatory statement, and board resolution. The ROC registers the altered objects within 5 to 15 days. Update GST registration if the new activities change the HSN/SAC codes or nature of supply.

Can AOA be altered to restrict share transfer?

Yes. Private companies commonly alter AOA articles relating to share transfer to add: right of first refusal (ROFR) for existing shareholders, tag-along and drag-along rights, board approval requirement for transfers, lock-in periods for specific shareholders, and restrictions on transfer to competitors. These are passed through special resolution and filed via MGT-14. The altered articles must not conflict with Section 44 (transferability of shares).

What documents are needed for MOA alteration filing?

Required documents: certified copy of the special resolution (signed by chairman), explanatory statement under Section 102, altered MOA incorporating the changes (on stamp paper), board resolution authorizing the filing, notice of the EGM/postal ballot, minutes of the meeting, and any NOC from creditors (for certain alterations). All documents must be converted to PDF, digitally signed, and uploaded to the MCA portal.

Is shareholder approval needed for every MOA/AOA change?

Almost all MOA alterations require shareholder approval via special resolution (75% majority). Exception: authorized capital increase under Section 61 requires only an ordinary resolution (simple majority). AOA alterations always require a special resolution under Section 14. Board resolution alone is never sufficient for MOA or AOA alteration -- shareholder approval is mandatory for all changes to these constitutional documents.

What is the difference between MOA and AOA?

The MOA defines the company's constitution: its name, location, business scope, liability type, and share capital. It governs the company's relationship with the outside world. The AOA is the internal rulebook governing management, share transfers, meetings, director powers, and administration. MOA is supreme -- the AOA cannot override MOA provisions. MOA alteration follows Sections 13-16, while AOA alteration follows Section 14.

Can MOA objects be restricted after alteration?

Yes. The company can remove or restrict existing object clause entries through the same alteration process: special resolution at EGM and filing Forms MGT-14 and INC-27. Companies sometimes restrict objects to focus on core activities, comply with regulatory requirements, or as part of restructuring. Creditors or members who object to certain alterations may approach the NCLT under Section 14 for relief within prescribed timelines.

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Guide by Dhanush Prabha

Dhanush Prabha is the Chief Technology Officer and Chief Marketing Officer at IncorpX, leading platform development, digital growth, and product strategy. With experience in full-stack development, scalable systems, SEO, and marketing automation, he focuses on building technology-driven solutions and educational business resources for startups and growing businesses. He writes on technology, entrepreneurship, business setup processes, and digital transformation.