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Change in MOA / AOA

What are MOA and AOA?

• MOA (Memorandum of Association) – Defines the objectives, powers, and scope of the company. It is the company’s constitution.

• AOA (Articles of Association) – Defines the rules and regulations for the internal management of the company and the rights of members.

📌 Both documents are filed with the Registrar of Companies (RoC) during incorporation.

Why Change MOA / AOA?

Changes may be required due to:

• Expanding or modifying business objectives

• Increasing or altering share capital

• Changing company name

• Altering rights or duties of shareholders

• Converting Private Limited to Public Limited or vice versa

• Complying with new regulatory provisions

Who Can Apply for Change?

• Board of Directors (initial proposal)

• Shareholders (approval through Special Resolution)

• Company Secretary / Authorized Signatory

Process for Changing MOA / AOA

1. Board Meeting – Pass a resolution approving the proposed amendment

2. Special Resolution – Obtain approval from shareholders in General Meeting

3. Prepare Altered MOA / AOA – Draft updated documents

4. File Form MGT-7 / SH-7 (as per Companies Act, 2013) with RoC

5. Attach Required Documents – Resolution, altered MOA/AOA, explanatory statement, notice of meeting

6. Pay ROC Fees – As per authorized share capital

7. Receive Confirmation / Updated Certificate of Incorporation

⏱️ Timeline: 7–15 working days (RoC processing time)

Documents Required

• Copy of Board Resolution

• Special Resolution passed by shareholders

• Altered MOA / AOA

• Notice of General Meeting

• Proof of payment of ROC fees

• Form MGT-7 / SH-7 (online filing)

Important Points

• Amendments must comply with Companies Act, 2013

• Changes are effective only after RoC approval

• Some changes (like object clause or name change) may require Central Government approval

• Filing is done online via MCA portal

Benefits of Updating MOA / AOA

• Legal compliance and risk mitigation

• Clear definition of company objectives

• Flexibility to expand business

• Updated internal management rules

• Smooth corporate governance

Company Conversion

What is Company Conversion?

Company conversion is the process of changing the legal structure of a company from one type to another under the Companies Act, 2013.
For example:

• Private Limited → Public Limited

• One Person Company → Private Limited

• Partnership / LLP → Private Limited

This allows a company to adapt its structure to business growth or compliance requirements.

Why Convert a Company?

• Expand business operations and funding options

• Issue shares to the public or raise capital

• Comply with regulatory requirements for larger operations

• Increase credibility with banks, investors, and clients

• Avail benefits under MSME / startup / government schemes

Who Can Apply for Conversion?

• Existing companies incorporated under Companies Act, 2013

• Authorized by Board of Directors and shareholders

• Must meet eligibility requirements of the new structure

Common Types of Conversion

Documents Required

• Board Resolution approving conversion

• Altered MOA / AOA for new structure

• Consent of shareholders

• Form INC-6 / INC-7 (as applicable)

• Copy of PAN & DIN of directors

• Proof of registered office

• NOC from creditors (if required)

Process of Company Conversion

1. Board Meeting – Approve proposal for conversion

2. Shareholders’ Approval – Pass Special Resolution in General Meeting

3. Prepare Altered MOA / AOA – Draft according to new structure

4. File Forms with MCA – INC-27 (OPC → Pvt Ltd), INC-7 (Private → Public), etc.

5. ROC Verification & Approval – MCA examines application

6. Issue Certificate of Incorporation – Updated with new company type

⏱️ Timeline: 15–30 working days (depends on RoC processing)

Key Points

• Conversion is legal and binding only after RoC approval

• Company must comply with new minimum capital & member requirements

• Bank accounts, licenses, and contracts may require updates after conversion

• Some conversions may need approval from other authorities (like SEBI, RBI)

Benefits of Company Conversion

• Access to funding from investors and banks

• Improved corporate credibility

• Compliance with statutory requirements

• Better corporate governance and management flexibility

• Ability to expand business operations

Company Name Change

What is Company Name Change?

A company name change is the process of altering the legal name of a company registered under the Companies Act, 2013.
The new name is updated with the Registrar of Companies (RoC) and appears on the Certificate of Incorporation (COI).

📌 Name change requires approval from shareholders and MCA, and must comply with Companies Act rules.

Why Change Company Name?

• Align with rebranding or marketing strategy

• Reflect new business objectives

• Comply with regulatory requirements

• Avoid similarity with existing company names

• Attract investors and clients

Who Can Apply?

• Existing companies incorporated under Companies Act, 2013

• Must be eligible to use new name (not identical / too similar to another company or trademark)

• Authorized by Board of Directors and shareholders

Documents Required

• Board Resolution approving name change

• Special Resolution of shareholders

• Altered MOA / AOA with new name

• Application to MCA (Form INC-1 / INC-24)

• NOC from creditors (if required)

• Proof of payment of ROC fees

Process of Company Name Change

1. Board Meeting – Approve proposal for name change

2. Check Name Availability – Apply to MCA using RUN (Reserve Unique Name) service

3. Shareholders’ Approval – Pass Special Resolution in General Meeting

4. File Form INC-24 – Application for name approval and alteration of MOA/AOA

5. RoC Verification – MCA examines application for compliance

6. Approval & COI Update – RoC issues Fresh Certificate of Incorporation with new name

⏱️ Timeline: 7–15 working days (MCA processing)

Key Points

• Name must not infringe trademarks

• Certain words (like “National”, “Bank”, “Insurance”) require government approval

• Once approved, the new name is mandatory for all communications, contracts, and invoices

• Update bank accounts, GST, PAN, and other licenses after name change

Benefits of Company Name Change

• Legal recognition of new brand identity

• Increased credibility and market presence

• Compliance with Companies Act and MCA rules

• Aligns company image with business objectives

Change of Registered Address of a Company

What is Registered Address?

The registered office address of a company is the official address recorded with the Registrar of Companies (RoC).
All official communications, notices, and legal correspondence are sent to this address.

📌 Any change in the registered office must be filed with the MCA to remain legally compliant.

Why Change Registered Address?

• Business expansion or relocation

• Better connectivity or logistics

• Operational convenience

• Change in jurisdiction or state

• Compliance with Companies Act, 2013

Who Can Apply?

• Board of Directors of the company

• Shareholders (for change outside the same state)

• Authorized signatory / Company Secretary

Documents Required

• Board Resolution approving the address change

• Shareholders’ approval (if required)

• Proof of new address (rent agreement, utility bill, or property ownership)

• NOC from landlord (if premises are rented)

• Altered MOA (if state of registered office changes)

• Form INC-22 for filing with MCA

Process to Change Registered Address

1. Board Meeting – Pass a resolution approving the change

2. Shareholders’ Approval – Required if shifting to another state or outside jurisdiction

3. Prepare Documents – Proof of new address, NOC, altered MOA/AOA (if needed)

4. File Form INC-22 – Online filing on MCA portal with attachments

5. RoC Approval – MCA verifies documents

6. Update Certificate – CIN / COI is updated with new registered office address

⏱️ Timeline: 7–15 working days (after MCA verification)

Important Points

• If moving within the same state, only Board Resolution is enough

• If moving to another state, shareholders’ approval and MOA alteration are required

• All licenses, GST, PAN, bank accounts must be updated after address change

• Failure to update may attract penalty under Companies Act

Benefits of Updating Registered Address

• Ensures legal compliance

• Smooth receipt of official notices and communications

• Avoids penalty and legal issues

• Reflects accurate business location for stakeholders