MOA and AOA amendment — object clause change, name change (INC-24), authorised capital increase (SH-7), inter-state registered state change (INC-23), and AOA governance restructuring.
The Memorandum of Association (MOA) defines the company's constitution in relation to the outside world — its name, registered state, objects, liability structure, and authorised capital. The Articles of Association (AOA) governs internal management — director powers, share transfer procedures, voting rights, dividend payment, and meeting procedures. Both can be amended but require shareholder approval (special resolution) and filing with the ROC within 30 days.
Companies most commonly amend the MOA to: add new business activities to the Object Clause (Clause III) before diversifying, increase authorised capital (Clause V), or change the registered state (Clause II). AOA amendments are common when restructuring governance — introducing investor-friendly provisions, modifying share transfer restrictions, creating new share classes, or adding drag-along/tag-along rights. Section 8 company object clause amendments additionally require Regional Director approval.
MFiling professional charges: from Rs.2,999 (object clause change or AOA amendment) | Rs.4,999 (name change via INC-24) | Rs.7,999 (inter-state MOA amendment via INC-23).
Identify specific clause(s) to amend — draft new clause language complying with Companies Act requirements.
Board passes resolution proposing amendment and convenes EGM with 21-day advance notice to shareholders.
EGM held with required quorum — special resolution passed by 75% majority approving MOA/AOA amendment.
File Form MGT-14 with the special resolution, amended MOA/AOA, and EGM minutes on MCA portal within 30 days.
File Form INC-24 (name change), SH-7 (capital increase), or INC-23 (state change) as applicable — pay ROC fee.
For name change or state change — ROC issues updated Certificate of Incorporation with new details.