Change MOA/AOA in India

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