Change in MOA? We’ve Got You Covered!
Update Your Company’s Objectives, Capital, or Registered Office Seamlessly. Whether you’re expanding operations, altering your business goals, or shifting your registered address — updating your Memorandum of Association (MOA) is a legal must!
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Change IN MOA & AOA
Grounds for Alteration ofMemorandum of Association (MOA) ![]()
Change in Name Clause
When the company changes its name due to rebranding, business expansion, or regulatory direction. Requires approval from shareholders and the ROC; approval from the Central Government if the word “Private/Public” is altered.
Change in Registered Office Clause
Within the same city/town/village, From one city to another within the same state & From one state to another (requires approval from Regional Director)
Change in Object Clause
When the company wishes to enter into new business activities, Discontinue or replace existing ones Or Pursue diversification, mergers, or expansions into different sectors
Change in Liability Clause
Applicable when the nature of members’ liability is to be altered (e.g., converting from limited to unlimited liability, or vice versa).
Change in Capital Clause
When the company wants to increase or decrease its authorized capital, Subdivide or consolidate shares Or Alter share capital structure in any other manner
Change in Subscription Clause
In the case of changes in the subscribers’ details, typically relevant during restructuring or in compliance matters (rare in practice).
Why Should a Company Change Its Memorandum of Association (MOA)? ![]()
- To Expand or Diversify Business Operations
If a company wishes to venture into new sectors or add additional lines of business, the Object Clause must be updated to reflect the expanded scope.
- To Reflect a Change in Business Identity
When a company changes its name as part of rebranding, merger, or strategic repositioning, the Name Clause in the MOA must also be changed accordingly.
- To Comply with Legal or Regulatory Changes
Sometimes, changes in law or regulatory guidelines require companies to revise their MOA to stay compliant.
- To Convert Company Type or Structure
In cases like converting from a private company to a public company, or vice versa, modifications to the Liability Clause and other structural clauses are needed.
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Process To Follow For Registration
Changing your MOA & AOA is simple and streamlined. Just follow these four easy steps to update your company’s legal framework, ensure compliance, and align your business structure with evolving goals and operations.
1. Start Application
Share basic info about your business.
2. Add Documents
Attach ID, address, and business proof.
3. Verify and Approve
We check everything before submission.
4. Launch with License
Get your certificate and start operations.
Frequently asked Questions
. What is the Memorandum of Association (MOA)?
The MOA is a legal document that defines a company’s constitution, scope of operations, and relationship with shareholders. It sets out the company’s name, registered office, business objectives, capital structure, and liability of members.
When is it necessary to change the MOA?
A company must alter its MOA in the following cases:
• Change in company name
• Change in registered office address
• Change in business objects
• Increase in authorised capital
• Change in liability clause
• Company restructuring or conversion
What clauses of the MOA can be changed?
The MOA can be altered in the following clauses:
• Name Clause
• Registered Office Clause
• Object Clause
• Capital Clause
• Liability Clause
• Subscription Clause (rare cases)
What is the process for altering the MOA?
The general steps include:
1. Holding a Board Meeting to propose changes
2. Obtaining approval through a Special Resolution in a General Meeting
3. Filing necessary forms (e.g., MGT-14, INC-22, INC-23, INC-28) with the ROC
4. Getting approval from regulatory authorities if required (e.g., Regional Director for inter-state changes)
Is ROC approval required for all MOA changes?
Yes. All alterations to the MOA must be filed with the ROC and approved. In certain cases (e.g., inter-state change of registered office or change in object clause for public funds), approval from the Regional Director or Central Government is also required.
What forms are used to file MOA changes with ROC?
• MGT-14 – For filing special resolution
• INC-22 – For change in registered office
• INC-23 – For seeking RD approval (if applicable)
• INC-28 – For filing RD or court orders
• SH-7 – For increase in authorised share capital
Can MOA and AOA be changed at the same time?
Yes. If the changes in MOA also require changes in the Articles of Association (AOA), both can be amended simultaneously through the same shareholder resolution.
Do I need to notify other authorities after changing the MOA?
Yes. After the ROC approves the MOA change, the company must update other registrations such as PAN, GST, bank accounts, and statutory licenses, especially in case of change in name or address.
What happens if a company operates beyond the scope of its MOA?
Such actions are considered ultra vires (beyond legal power), and are void. That’s why it’s important to update the MOA before starting any new activity.
How long does it take to change the MOA?
Depending on the nature of the change:
• Simple changes (like name or capital): 5–7 business days
• Complex changes (like object clause or inter-state address): 20–45 business days