MOA Amendment: Objects, Name, Capital & Registered Office Changes Under Companies Act 2013

1. Understanding the Memorandum of Association & Its Clauses

The MOA comprises six clauses as prescribed under Section 4 of the Companies Act, 2013. Each clause serves a distinct purpose and has a specific alteration procedure:

1.1 The Six Clauses of the MOA

• Name Clause (Clause I): States the name of the company with “Limited” or “Private Limited” as a suffix. Governed by Sections 4(1)(a) and 13(2).
• Situation/Registered Office Clause (Clause II): Specifies the state in which the registered office is situated. Governed by Sections 4(1)(b) and 13(4)–13(7).
• Objects Clause (Clause III): Defines the objects for which the company is proposed to be incorporated, along with matters considered necessary in furtherance thereof. Governed by Section 4(1)(c) and 13(1).
• Liability Clause (Clause IV): States whether the liability of members is limited by shares or guarantee. Governed by Section 4(1)(d).
• Capital Clause (Clause V): Specifies the authorised share capital and its division into shares of a fixed amount. Governed by Sections 4(1)(e) and 61.
• Subscription/Association Clause (Clause VI): Contains the declaration of subscribers wishing to be formed into a company and the number of shares taken by each.

1.2 Legal Framework for MOA Alteration

Section 13(1) of the Companies Act, 2013, provides the overarching power: a company may, by special resolution, alter the provisions of its memorandum. However, specific clauses have additional requirements:

• Name change requires Central Government (delegated to RoC) approval under Section 13(2)
• Objects clause alteration requires only a special resolution (no government approval needed post-2015 amendment)
• Registered office change between states requires Regional Director confirmation under Section 13(4)
• Capital clause alteration for increase follows Section 61 (ordinary resolution unless Articles prescribe otherwise)
• Reduction of share capital requires NCLT confirmation under Section 66

For professional assistance with MOA amendments, consult Virtual Auditor’s Company Secretary services.

2. Alteration of Name Clause — Change of Company Name

2.1 Procedure for Name Change Under Section 13(2)

Changing a company’s name under Section 13(2) involves a structured procedure that requires both shareholder approval and regulatory clearance from the Registrar of Companies:

1. Board Meeting: Convene a board meeting to approve the proposed name change and authorise calling of a general meeting or postal ballot. Record the resolution in the minutes book.
2. Name Availability: Apply for name reservation through the RUN (Reserve Unique Name) service on the MCA portal (Form RUN). The reserved name is valid for 60 days from the date of approval.
3. Special Resolution: Pass a special resolution (75% majority of members present and voting) approving the change of name. This can be done via an EGM or through postal ballot under Section 110.
4. File MGT-14: File Form MGT-14 with the RoC within 30 days of passing the special resolution, attaching a certified true copy of the resolution.
5. File INC-24: File Form INC-24 (Application for Approval of Change of Name) with the RoC, attaching the special resolution, altered MOA, and other prescribed documents.
6. Fresh Certificate of Incorporation: Upon approval, the RoC issues a fresh Certificate of Incorporation with the new name. The change is effective from the date of the new certificate.

2.2 Name Change Pursuant to Direction of the Central Government

Under Section 16(1), the Central Government may direct a company to change its name if it is identical with or too nearly resembles the name of an existing company. In such cases:

• The company must change its name within three months of the direction (or six months if the company was registered for more than two years)
• An ordinary resolution suffices (no special resolution required)
• If the company fails to comply, the Registrar may allot a new name and issue a fresh Certificate of Incorporation

2.3 Documents Required for INC-24

• Certified true copy of the special resolution
• Altered Memorandum of Association
• Minutes of the general meeting or postal ballot result
• Copy of the RUN approval letter
• Board resolution authorising the name change
• NOC from the existing trademark holder (if the proposed name includes a registered trademark)
• Digital signature of the authorised signatory and practising professional

2.4 Post Name Change Compliance

After obtaining the fresh Certificate of Incorporation, the company must update its name on all official documents, letterheads, signboards, and the common seal (if applicable). The company must also intimate all regulatory authorities — including the GST authorities, Income Tax department, banks, and the GST registration records — about the change of name. The new name must be printed on every business letter, bill head, letter paper, notice, and official publication of the company.

3. Alteration of Objects Clause

3.1 When Is Objects Clause Alteration Required?

A company may need to alter its objects clause when it intends to diversify into new business activities, add ancillary objects, or remove objects that are no longer relevant. Post the Companies (Amendment) Act, 2015, the requirement for Central Government approval for objects clause alteration was removed, significantly simplifying the process.

Common scenarios requiring objects clause alteration include:

• A manufacturing company wishing to commence trading or export activities
• An IT services company diversifying into financial technology or consulting
• Addition of investment or holding company activities
• Removal of objects that are no longer commercially viable
• Restructuring main objects to reflect the company’s evolved business model

3.2 Step-by-Step Procedure for Objects Clause Alteration

1. Board Meeting: Hold a board meeting to approve the proposed alteration to the objects clause and to authorise convening a general meeting or postal ballot.
2. Special Resolution: Pass a special resolution under Section 13(1) approving the alteration. The explanatory statement under Section 102 must clearly describe the proposed changes and the reasons therefor.
3. File MGT-14: File Form MGT-14 with the RoC within 30 days of passing the special resolution. Attach:
   • Certified true copy of the special resolution
   • Explanatory statement under Section 102
   • Copy of the altered MOA
   • Copy of the notice convening the general meeting
4. SRN Tracking: Upon successful filing, MCA generates a Service Request Number (SRN). Track the SRN status on the MCA portal to confirm approval. The RoC typically processes MGT-14 within 7–15 working days.
5. Update Records: Update the master data on the MCA portal and ensure the altered MOA is available for inspection at the registered office.

3.3 Special Considerations for Listed Companies

Listed companies must additionally comply with SEBI (LODR) Regulations, 2015 — specifically Regulation 30 requiring disclosure of the alteration to the stock exchanges within 24 hours, and Regulation 37 requiring a copy of the special resolution to be sent to the stock exchanges. Companies that have raised money through a public offer and have not yet utilised the entire proceeds must follow the additional procedure under the erstwhile Section 13(8), which was omitted by the Companies (Amendment) Act, 2017.

4. Alteration of Registered Office Clause — Change of Registered Office

The procedure for changing a company’s registered office depends on the nature of the shift. The Companies Act, 2013 recognises four types of registered office changes, each with an escalating level of regulatory requirements.

4.1 Change Within the Same City, Town, or Village

This is the simplest form of registered office change. It requires only a board resolution — no alteration of the MOA is needed since the state remains unchanged. File Form INC-22 (Notice of Situation of Registered Office) with the RoC within 30 days, along with:

• Copy of the board resolution
• Proof of the new registered office address (utility bill, rent agreement, or ownership deed)
• NOC from the owner of the premises (if rented or leased)
• Verification of the registered office in the prescribed form

4.2 Change Within the Same State but to a Different RoC Jurisdiction

When the registered office shifts within the same state but falls under a different RoC jurisdiction (for example, from Chennai to Coimbatore in Tamil Nadu), the company must:

1. Pass a special resolution under Section 13(4)
2. File MGT-14 with the existing RoC within 30 days
3. File INC-22 with the new RoC within 30 days of passing the special resolution
4. File confirmation of address with supporting documents

No Regional Director or Central Government approval is required for this type of shift. The RoC of the state where the registered office is being shifted to will register the change upon being satisfied with the documents.

4.3 Change From One State to Another — Interstate Shift (INC-23)

Interstate shift of registered office is the most complex alteration, requiring Regional Director (RD) approval under Section 13(4). The detailed procedure is as follows:

1. Special Resolution: Pass a special resolution approving the change of registered office from one state to another, along with consequential alteration of the situation clause in the MOA.
2. File MGT-14: File Form MGT-14 within 30 days of the special resolution.
3. File INC-23: File Form INC-23 (Application to Regional Director for Approval of Shifting of Registered Office from One State to Another) within 30 days of passing the special resolution. The application must be accompanied by:
   • Certified true copy of the special resolution
   • Copy of the altered MOA and AOA
   • Copy of the minutes of the general meeting
   • List of creditors and debenture holders as on the latest practicable date
   • Affidavit verifying that no employee will be retrenched as a consequence of the shift
   • NOC from creditors and debenture holders (if any objections exist)
   • Copy of the acknowledgement of service of the application on the Chief Secretary of the concerned state
4. Advertisement: Publish the application in Form INC-26 in a newspaper in the principal vernacular language of the district and in an English newspaper circulating in the district of the current registered office.
5. RD Confirmation: The Regional Director must dispose of the application within 60 days. Any person may file objections within 14 days of the advertisement.
6. Certified Copy of Order: Obtain a certified copy of the Regional Director’s order confirming the alteration.
7. File INC-22: After obtaining the RD order, file Form INC-22 with the new RoC jurisdiction within 60 days of the confirmation order, along with the certified copy of the RD order.

4.4 INC-22 Filing Requirements — Common to All Types

Form INC-22 must be accompanied by:

• Proof of registered office address (lease deed, ownership deed, or utility bill not older than two months)
• NOC from the owner of the premises
• Board resolution or special resolution (as applicable)
• Verification of the registered office address in the prescribed format
• Digital signature of the authorised director and a practising professional (CS/CA/CMA)

5. Alteration of Capital Clause — Changes to Authorised Share Capital

5.1 Increase of Authorised Share Capital Under Section 61

Under Section 61 of the Companies Act, 2013, a company limited by shares may increase its authorised share capital by passing an ordinary resolution (unless the Articles of Association require a special resolution). The procedure is:

1. Board Meeting: Approve the proposed increase and authorise convening a general meeting. The board must also recommend the quantum of increase based on the company’s future capital requirements.
2. Ordinary Resolution: Pass an ordinary resolution in the general meeting approving the increase in authorised capital and consequent alteration of the capital clause of the MOA.
3. File SH-7: File Form SH-7 (Notice to Registrar of Alteration of Share Capital) with the RoC within 30 days of the resolution, along with:
   • Certified copy of the ordinary resolution
   • Altered MOA reflecting the new authorised capital
   • Altered AOA (if any amendments are necessitated)
4. Stamp Duty: Pay the applicable stamp duty on the increased authorised capital. Stamp duty rates vary by state — for example, Tamil Nadu charges ₹150 per ₹5 lakh of increase, while Maharashtra charges 0.15% of the increase amount. The stamp duty must be paid before or at the time of filing SH-7.
5. Filing Fees: The RoC filing fees for SH-7 are based on the amount of increase in authorised capital, as prescribed in the Companies (Registration Offices and Fees) Rules, 2014. These fees are in addition to the stamp duty and are payable through the MCA portal at the time of filing.

5.2 Reduction of Share Capital — NCLT Approval Under Section 66

Reduction of share capital under Section 66 of the Companies Act, 2013 is a significantly more involved process requiring NCLT (National Company Law Tribunal) confirmation:

1. Special Resolution: Pass a special resolution authorising the reduction of share capital. The company’s Articles must contain the power to reduce capital. If the Articles do not contain such power, the Articles must first be altered by a special resolution to incorporate this power.
2. NCLT Petition: File a petition before the NCLT seeking confirmation of the reduction. The petition must be accompanied by:
   • Certified copy of the special resolution
   • Latest audited financial statements
   • Certificate from the company’s auditor confirming that the accounting treatment of the reduction is in conformity with the applicable accounting standards
   • List of creditors with their names, addresses, and amounts owed
   • Valuation report (if the reduction involves buy-back or return of capital to shareholders)
3. Notice to Creditors & SEBI: The NCLT shall give notice to the Central Government, the RoC, and SEBI (if the company is listed) and shall consider their representations, if any. Creditors must be given an opportunity to object to the reduction.
4. NCLT Order: The NCLT confirms the reduction after satisfying itself that the creditors have either consented or been adequately secured. The order specifies the reduced capital, the terms of reduction, and the date from which the reduction takes effect.
5. File INC-28: File a certified copy of the NCLT order with the RoC in Form INC-28 within 30 days. The reduction takes effect from the date of registration of the NCLT order by the RoC.
6. Minutes of Reduction: The company must add to its name “and reduced” for a period as the NCLT may fix, and publish the reasons for reduction as directed.

5.3 Other Capital Alterations Under Section 61

Section 61 also permits the following capital alterations by ordinary resolution, each of which requires filing of Form SH-7 within 30 days:

• Consolidation of shares: Consolidating existing shares into shares of a larger denomination (e.g., 10 shares of ₹10 each into 1 share of ₹100). No approval from the NCLT is required.
• Sub-division of shares: Dividing existing shares into shares of a smaller denomination (e.g., 1 share of ₹100 into 10 shares of ₹10). The proportion of paid-up and unpaid amounts remains unchanged.
• Conversion of shares into stock and reconversion of stock into shares of any denomination.
• Cancellation of unsubscribed shares: Cancelling shares that have not been taken up or agreed to be taken up by any person. This does not constitute reduction of share capital as the paid-up capital remains unaffected.

6. Alteration of Liability Clause

The liability clause defines whether the liability of members is limited by shares, limited by guarantee, or unlimited. Alteration of this clause is extremely rare and heavily restricted under the Companies Act, 2013:

• Under Section 13(1), a company cannot alter its memorandum so as to render the liability of its members unlimited, unless all members give written consent. Conversely, an unlimited company can re-register as a limited company under Section 18.
• A company limited by guarantee cannot alter its memorandum to increase the amount that members undertake to contribute in the event of winding up, unless each member gives written consent.
• No member is bound by an alteration of the liability clause made after they became a member, unless they have given written consent to be so bound.
• A limited company may re-register as an unlimited company under Section 18 by passing a special resolution and obtaining the consent of all members. Conversely, an unlimited company may re-register as limited under Section 19.

Given the fundamental nature of the liability clause, any proposed alteration warrants thorough legal analysis and professional guidance from a qualified company secretary.

7. MGT-14 Filing — The Common Thread Across All MOA Alterations

7.1 When Is MGT-14 Required?

Form MGT-14 (Filing of Resolutions and Agreements) must be filed with the RoC within 30 days for every special resolution and certain prescribed ordinary resolutions under Section 117 of the Companies Act, 2013. For MOA alterations:

• Name change: MGT-14 for the special resolution under Section 13(2)
• Objects clause alteration: MGT-14 for the special resolution under Section 13(1)
• Registered office shift (interstate or inter-RoC): MGT-14 for the special resolution under Section 13(4)
• Capital clause alteration (increase): MGT-14 for the ordinary resolution (as it alters the MOA under Section 61)
• Capital reduction: MGT-14 for the special resolution under Section 66

7.2 Attachments to MGT-14

• Certified true copy of the special/ordinary resolution
• Explanatory statement under Section 102 (mandatory for special resolutions)
• Copy of the altered MOA reflecting the approved changes
• Copy of the notice of the general meeting
• Attendance register (for physical meetings) or postal ballot results (for resolutions passed by postal ballot)
• Scrutiniser’s report (for postal ballot or e-voting)

7.3 SRN Tracking & Processing Timeline

Upon successful uploading of MGT-14 on the MCA portal, a Service Request Number (SRN) is generated. The SRN serves as the unique reference for tracking the status of the filing:

• Pending for Payment: If fees are not paid at the time of filing, the SRN remains in pending status for 7 days, after which it lapses
• Under Processing: The RoC examines the form and attachments — this typically takes 7–15 working days
• Approved: The filing is accepted and the resolution is duly registered with the RoC
• Sent for Resubmission: If the RoC finds deficiencies, the form is sent back for resubmission. The company must resubmit within 30 days of the resubmission notice, failing which the SRN lapses

7.4 Additional Fees for Delayed Filing

If MGT-14 is not filed within the prescribed 30 days, additional fees apply under the Companies (Registration Offices and Fees) Rules, 2014:

8. Practical Considerations & Common Pitfalls

8.1 Pre-Filing Checklist for MOA Alteration

• Verify that the company’s annual returns (AOC-4 and MGT-7/MGT-7A) and financial statements are up to date — MCA may reject forms if prior filings are pending
• Ensure all existing charges are satisfied or duly updated — unresolved charge issues can delay processing
• Check DIN status and DSC validity for all directors who will be signing the forms on the MCA portal
• Verify the company’s compliance status on the MCA portal — strike-off, dormant, or inactive status will prevent filing
• Confirm that the authorised signatory’s details (including email and mobile number) match MCA records
• For private companies, check if the number of members has been updated in the latest annual return — discrepancies can cause rejection of the special resolution filing

8.2 Common Mistakes to Avoid

• Incorrect form selection: Filing INC-22 instead of INC-23 for interstate shift, or filing only SH-7 without MGT-14 for capital increase
• Missing explanatory statement: Section 102 requires a detailed explanatory statement for every special resolution — its absence renders the resolution voidable
• Expired name reservation: The RUN approval is valid for only 60 days; ensure INC-24 is filed well before expiry. A fresh RUN application is needed if the reservation lapses
• Inadequate notice period: A minimum of 21 clear days’ notice is required for calling a general meeting under Section 101 (shorter notice requires consent of 95% of members by value)
• Non-compliance with quorum: Ensure quorum requirements under Section 103 are met — two members present in person for a private company, five members for a public company
• Incorrect resolution type: Filing an ordinary resolution where a special resolution is required (or vice versa) will render the alteration void

8.3 Tax & Regulatory Implications of MOA Alteration

Certain MOA alterations trigger collateral compliance obligations across multiple regulatory frameworks:

• Name Change: Update PAN, TAN, GST registration, EPFO, ESIC, IEC (Import Export Code), FSSAI, and all other regulatory registrations. Banks, financial institutions, and the Shops & Establishments authority must be notified. LUT for exports must be re-filed under the new name.
• Objects Clause: Verify whether the new objects attract different GST implications, require fresh licences (FSSAI, Drug Licence, NBFC registration, etc.), or trigger additional compliance under sector-specific legislation.
• Registered Office: Interstate shift will change the applicable State GST (SGST) jurisdiction and may require a new GST registration in the destination state under Section 25 of the CGST Act. Professional Tax registration must be obtained in the new state and cancelled in the old state. TDS/TCS jurisdiction changes must be intimated to the Income Tax department.
• Capital Clause: Stamp duty on the increased authorised capital varies by state and must be paid before filing. Issue of shares post-increase may attract valuation requirements under Section 62(1)(c) for preferential allotment and Rule 13(2)(g) of the Companies (Share Capital and Debentures) Rules, 2014.

9. Condonation of Delay — Filing Beyond 270 Days

If a company has missed the filing window of 270 days (the maximum period for delayed filing with additional fees on the MCA portal), it must approach the NCLT for condonation of delay under Section 460 of the Companies Act, 2013. The procedure involves:

1. Filing a company application (CA) before the NCLT bench having jurisdiction over the registered office of the company
2. Serving notice of the application on the RoC and the Regional Director
3. Demonstrating reasonable cause for the delay through an affidavit of the director or company secretary
4. Paying the prescribed NCLT filing fees (currently ₹5,000 for companies with authorised capital up to ₹1 crore, and ₹10,000 for others)
5. Attending hearings before the NCLT and addressing any queries raised by the Bench
6. Obtaining the NCLT order condoning the delay with directions regarding the timeline for filing
7. Filing the pending forms with the RoC within the time specified in the NCLT order, along with applicable additional fees as directed

The NCLT exercises discretion in granting condonation, and the application must convincingly demonstrate that the delay was not wilful or deliberate. Companies should maintain contemporaneous documentation of any circumstances (force majeure, pandemic-related disruptions, technical issues with the MCA portal) that prevented timely filing.

10. Summary — Quick Reference Table for MOA Alterations

Frequently Asked Questions

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