Alteration of MOA Under Section 13

Amendment of the Memorandum of Association under section 13 of the Companies Act 2013. Special resolution, MGT 14 filing within thirty days and altered MOA recorded with the ROC.

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Section 13 procedure followedSpecial resolution and EGMMGT 14 within 30 daysAltered MOA replaces original

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When and How to Alter the Memorandum of Association

The Memorandum of Association is the foundational document of an Indian company. It sets out the name, registered office state, objects, liability of members and authorised capital. Section 13 of the Companies Act 2013 allows alteration of every clause of the MOA, subject to a special resolution and ROC filing. The procedural specifics vary by clause: name change uses section 13(2) and INC 24, registered office shift uses section 13(4), objects clause uses section 13(1), and capital clause uses section 61. In every case the alteration is intimated through form MGT 14 within thirty days of the resolution.

Clauses of the MOA That Are Commonly Altered

ClauseSectionFiling
Name clauseSection 13(2)MGT 14 plus INC 24
Registered office clause (within state)Section 12 and 13(4)INC 22 plus MGT 14 (where special resolution needed)
Registered office clause (interstate)Section 13(4)INC 23 plus INC 28 plus MGT 14
Objects clauseSection 13(1)MGT 14
Capital clauseSection 61SH 7 plus MGT 14 (where AOA needs amendment)
Liability clauseSection 13(7)Rarely altered; specific approvals needed

Step by Step Alteration of MOA

  1. Identify the Clause to AlterWe confirm which clause of the MOA is being altered and which sub section of section 13 applies. The procedural path is set by the clause.
  2. Board ResolutionThe board approves the alteration and authorises calling of a general meeting. The proposed altered clause is drafted.
  3. Notice of EGMTwenty one clear days notice is issued with an explanatory statement under section 102.
  4. Special ResolutionShareholders pass the special resolution authorising the alteration. Three fourth majority of votes cast is required.
  5. Regulatory Approval (Where Needed)For specific alterations (interstate office shift, objects requiring sectoral approval), the relevant regulator is approached before MGT 14 is filed.
  6. File MGT 14 With the ROCForm MGT 14 is filed within thirty days of the resolution with the altered MOA and the special resolution attached.
  7. Update Statutory RecordsThe MOA in the corporate records is replaced with the altered version. Statutory registers are updated where the alteration affects director, capital or member details.

Frequently Asked Questions

What is the procedure to alter the Memorandum of Association?

Section 13 of the Companies Act 2013 prescribes the procedure. A special resolution of shareholders is passed at a general meeting authorising the alteration. Form MGT 14 is filed with the ROC within thirty days of the resolution along with the altered MOA. For certain alterations (name change, registered office shift across states, objects clause where regulator approval is needed), additional approvals are required.

Which clauses of the MOA can be altered?

All clauses except the name clause (governed by section 13(2)), the registered office clause (section 13(4) requires Regional Director approval for interstate shifts), the objects clause (alterable under section 13(1)), the liability clause (rarely altered) and the capital clause (alterable under section 13(1) and 61). Each clause has its own procedural specifics under section 13.

Does altering the MOA require shareholder approval?

Yes. Any alteration of the MOA requires a special resolution of shareholders passed at a general meeting with three fourth majority of votes cast. The meeting must be called with twenty one clear days notice and an explanatory statement under section 102 explaining the alteration.

What is the timeline for MGT 14 filing after MOA alteration?

Thirty days from the date of the special resolution under section 117 of the Companies Act 2013. Late filing attracts daily penalty and can lead to the alteration being treated as ineffective by the ROC until the filing is regularised.

Does MOA alteration affect existing contracts and PAN?

No. The company continues as the same legal person. PAN, TAN, GST and existing contracts continue unchanged. The MOA alteration is recorded in the corporate registers and the next AOC 4 and MGT 7 reflect the change. Counterparties are typically informed through a simple intimation letter.

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