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MOA Amendment: Alter the Memorandum of Association Online

A MOA amendment alters your company's Memorandum of Association by special resolution under section 13 of the Companies Act, 2013. The change has no effect until the Registrar registers it, and each clause (name, State, objects, capital) has its own form and approvals.

What a Memorandum amendment is and the law behind it

A company may alter its memorandum by a special resolution (section 13(1) of the Companies Act, 2013), and the alteration has no effect until it is registered (section 13(10)).

Each clause has its own route

The special resolution and MGT-14 come first in every case.

  • Name: Central Government approval, delegated to the Registrar (section 13(2) and (3)); application in Form INC-24 (Rule 29), name reserved
  • State of the registered office: Application to the Regional Director in Form INC-23 (Rule 30) with a creditor list and newspaper notices
  • Objects: Special resolution filed; companies with unutilised prospectus money follow section 13(8) and Rule 32 (postal ballot, newspaper
  • Capital: Increase of authorised capital under section 61(1)(a) if the Articles authorise it; notice to the Registrar in Form SH-7 (section
  • Liability of members: A change between unlimited, limited by shares and limited by guarantee is a conversion of the company, filed in Form

Who needs a Memorandum amendment

Needed: Any company changing a Memorandum clause: name, State of the registered office, objects or capital.

  • Needed
  • Not needed: office move within the same State
  • Not needed: directors or shareholding
  • Easily confused services
  • Section 8 companies
  • A bar on changing the name

Government fees and stamp duty

MGT-14 fee by nominal share capital, from the Fees Rules.

  • MGT-14, nominal capital below ₹1 lakh: ₹200
  • MGT-14, ₹1 lakh to under ₹5 lakh: ₹300
  • MGT-14, ₹5 lakh to under ₹25 lakh: ₹400
  • MGT-14, ₹25 lakh to under ₹1 crore: ₹500
  • MGT-14, ₹1 crore or more: ₹600
  • Late filing: Normal fee plus 2 to 12 times as additional fee

Documents you need

The applicant is always the company.

  • Certified true copy of the special resolution
  • Notice of the general meeting with the section 102 explanatory statement
  • Altered Memorandum of Association
  • Digital Signature Certificate of a director

How a Memorandum alteration works

Time limits

The Registrar does not commit to a fixed processing time for INC-24, so we do not quote one.

  • Form MGT-14: Within 30 days of passing the resolution
  • Objects change: Registrar registers and certifies within 30 days of filing the resolution
  • Change of State: decision: Central Government or Regional Director decides within 60 days
  • Change of State: order: Within 15 days if there are no objections, 60 days if there are
  • Change of State: INC-28: Within 30 days of the order
  • Name change: INC-24: Within the 60 days a RUN approval lasts (we confirm)

Work out your MGT-14 date

Enter the day the special resolution was passed.

What a late MGT-14 costs

Section 117(2) also provides a penalty for not filing: the company is liable to ₹10,000 plus ₹100 for each day of default, up to ₹2,00,000, and each officer in default to ₹10,000 plus ₹100 per day, up to ₹50,000. A capital increase has its own late-filing rules in section 64.

  • Up to 30 days: 2 times
  • More than 30 days, up to 60 days: 4 times
  • More than 60 days, up to 90 days: 6 times
  • More than 90 days, up to 180 days: 10 times
  • More than 180 days: 12 times

Defects to avoid

Each point follows from a condition in the Act or the rules.

  • Annual returns or financial statements are in default, which bars a name change under Rule 29.
  • The RUN approval (60 days) lapses before INC-24 is filed.
  • A change that needs previous government approval, such as any change in a Section 8 company, is filed before the approval is obtained.
  • The section 102 explanatory statement is missing from the notice.
  • Creditor and debenture-holder lists are missing from a change-of-State application.
  • MGT-14 is filed after 30 days.

What StampMitra does for you

Draft the resolution and the altered clause: We prepare the special resolution and the altered Memorandum clause.

  • Draft the resolution and the altered clause
  • Prepare and file Form MGT-14
  • Filing acknowledgment and updated copy
  • Point you to the right clause route

How it works

  1. Board approves Approve the alteration and call a general meeting.
  2. Pass the special resolution Give 21 clear days' notice. Votes in favour must be at least three times the votes against.
  3. File Form MGT-14 File within 30 days of passing the resolution.
  4. File the clause-specific form INC-24 for the name, INC-23 for a change of State, SH-7 for capital.
  5. Receive the certificate For a change of State, file INC-28 within 30 days of the order.

Frequently asked questions

Which resolution is needed to alter the Memorandum?

A special resolution (section 13(1)), passed by votes in favour of at least three times the votes against. It is not a three-fourths majority of members; the test is on the votes cast.

Who approves a change of name?

The Central Government, whose power is delegated to the Registrar (section 13(2) and (3)). The application is in Form INC-24.

What is the deadline to file the resolution?

Form MGT-14 within 30 days of passing the special resolution (section 117).

Does the change take effect when the resolution is passed?

No. An alteration of the Memorandum has no effect until it is registered (section 13(10)).

Do I need approval to move the registered office within my State?

Moving within the same State is not a Memorandum alteration. Regional Director confirmation is needed only if the move is to a different Registrar's jurisdiction (section 12(5)). A move to another State is a Memorandum alteration.

Does every change get a fresh certificate?

No. A fresh certificate is issued for a change of name (section 13(3)) and a change of State (section 13(7)). An objects change is registered and certified by the Registrar (section 13(9)).

What does the liability clause cover?

Under section 4 it states the liability of the members, which is limited by shares or by guarantee. Changing it is a conversion of the company, filed in Form INC-27, and not a simple clause edit.

Does a Section 8 company need approval first?

Yes. It cannot alter its memorandum without the previous approval of the Central Government (section 8(4)(i)), which the Registrar exercises for an ordinary alteration. We apply first, then file the resolution.

Is stamp duty payable on an altered Memorandum?

Stamp duty depends on the state. We confirm whether and how much applies before we file.

What is the penalty for not filing the resolution?

Section 117(2): the company ₹10,000 plus ₹100 per day, up to ₹2,00,000, and each officer in default ₹10,000 plus ₹100 per day, up to ₹50,000, on top of the additional fee for late filing.

Is this the same as changing the Articles?

No. The Articles are altered under section 14 and the Memorandum under section 13. See our AOA Amendment page for the Articles.