Altering the Memorandum of Association (MOA) is one of the more procedure-heavy secretarial actions a company undertakes, because the MOA is the charter document that defines the company’s name, situation, objects, liability and capital. Every alteration begins with a board resolution and, in most cases, culminates in a special resolution of the members and a filing with the Registrar of Companies (ROC). This article explains what the board resolution is, when it is required, the step-by-step procedure under the Companies Act 2013, and includes a sample resolution you can adapt.<\/p>\n
A board resolution for alteration of the MOA is a formal decision passed at a duly convened meeting of the Board of Directors approving the proposed change to the memorandum and authorising the next steps in the process. The board itself cannot alter the MOA on its own authority; under the Companies Act 2013 the substantive power to alter the memorandum rests with the members through a special resolution. The board resolution therefore serves a preparatory and enabling role \u2014 it records the board’s in-principle approval, approves the draft altered MOA, fixes the day, date, time and venue of the general meeting, approves the notice and explanatory statement, and authorises a director or the company secretary to sign, certify and file the required forms.<\/p>\n
The MOA is organised into distinct clauses, and the alteration route differs depending on which clause is being changed:<\/p>\n
A company alters its MOA whenever a fundamental attribute recorded in the charter changes. Common triggers include:<\/p>\n
The general framework is set out in Section 13, which governs alteration of the memorandum, read with Section 14 where the articles are altered in tandem. The broad sequence is as follows.<\/p>\n
Issue notice of the board meeting to all directors (not less than seven days, unless a shorter notice is validly given). At the meeting the board approves the proposed alteration and the draft altered MOA, and passes a resolution to convene a general meeting \u2014 an Extraordinary General Meeting (EGM) if not deferred to the AGM \u2014 to place the special resolution before the members. The board also approves the notice of the general meeting together with the explanatory statement under Section 102.<\/p>\n
Send the notice of the EGM to all members, directors and auditors at least twenty-one clear days in advance (a shorter notice is permissible with the requisite consent of members). At the meeting the members pass a special resolution approving the alteration of the relevant clause. An increase in authorised capital under Section 61 is an exception \u2014 it requires only an ordinary resolution and authority in the articles, though the board still approves convening the meeting.<\/p>\n
File the special resolution together with the explanatory statement and the altered MOA in Form MGT-14 with the ROC within thirty days of passing the resolution. Filing MGT-14 is the core filing for most MOA alterations that proceed by special resolution.<\/p>\n
Depending on which clause is altered, additional forms and approvals apply:<\/p>\n
A change of name requires Central Government approval, and a shift of registered office from one State to another requires Central Government confirmation; no such approval is needed where the only change to the name is the addition or deletion of the word “Private” on account of a change in the class of company.<\/p>\n
An alteration of the MOA takes effect only when it is registered by the Registrar. Once the ROC records the change and issues the relevant certificate or approval in writing, the company updates its MOA, statutory registers, letterheads, seal, PAN and other records to reflect the altered clause.<\/p>\n
The following is an illustrative board resolution approving the convening of an EGM to alter the objects clause. It should be adapted to the specific clause being altered and to the company’s own facts.<\/p>\n
“RESOLVED THAT subject to the approval of the members by way of a special resolution and subject to such other approvals as may be required, the consent of the Board be and is hereby accorded to alter the objects clause of the Memorandum of Association of the Company by inserting the following new sub-clause after existing sub-clause (___): ‘[set out the new object]’.<\/p>\n
RESOLVED FURTHER THAT an Extraordinary General Meeting of the members of the Company be convened on [day, date] at [time] at the registered office of the Company to consider and, if thought fit, pass the said alteration as a special resolution, and that the notice of the meeting together with the explanatory statement under Section 102 of the Companies Act, 2013, as placed before the Board, be and is hereby approved.<\/p>\n
RESOLVED FURTHER THAT Mr.\/Ms. [name], Director, and [name], Company Secretary, be and are hereby severally authorised to sign and issue the notice, to file the requisite e-forms including Form MGT-14 with the Registrar of Companies, and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”<\/p>\n
Similar resolutions are used for name, capital, registered office and liability changes, with the operative clause and the forms referenced adjusted accordingly.<\/p>\n
No. The board resolution only approves and initiates the process. The actual alteration must be approved by the members through a special resolution (an ordinary resolution for a capital increase), and it takes effect only after the Registrar registers the change.<\/p>\n
Form MGT-14 is the primary filing for alterations passed by special resolution, filed within thirty days. Clause-specific forms such as INC-24 (name), INC-23 (registered office shift) and SH-7 (capital) are filed in addition where applicable.<\/p>\n
Central Government approval (largely exercised through the Regional Director) is required for a change of company name and for shifting the registered office from one State to another. Most other alterations require only members’ approval and Registrar registration.<\/p>\n
A straightforward objects or capital alteration can be completed in a few weeks once the meetings are held. Name changes and inter-State office shifts take longer because they involve Central Government processing, statutory time limits and, for office shifts, notices to creditors.<\/p>\n
Sometimes. If the change requires enabling authority in the articles \u2014 for example, a capital increase where the articles do not permit it \u2014 the articles must be altered under Section 14 by a separate special resolution, usually at the same meeting. For guidance on ongoing company compliance<\/a>, professional support is advisable.<\/p>\n TAXAJ regularly handles MOA and AOA alterations, EGM documentation, MGT-14 and related ROC filings, and Central Government applications end to end. If your company is planning a name, object, capital or registered office change, our secretarial team can manage the drafting, filings and approvals so the alteration is completed cleanly and on time.<\/p>\n","protected":false},"excerpt":{"rendered":" Altering the Memorandum of Association (MOA) is one of the more procedure-heavy secretarial actions a company undertakes, because the MOA is the charter document that defines the company’s name, situation, objects, liability and capital. Every alteration begins with a board resolution and, in most cases, culminates in a special resolution of the members and a…<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_kad_post_transparent":"","_kad_post_title":"","_kad_post_layout":"","_kad_post_sidebar_id":"","_kad_post_content_style":"","_kad_post_vertical_padding":"","_kad_post_feature":"","_kad_post_feature_position":"","_kad_post_header":false,"_kad_post_footer":false,"_kad_post_classname":"","footnotes":""},"categories":[7],"tags":[],"class_list":["post-470","post","type-post","status-publish","format-standard","hentry","category-secretarial-services"],"_links":{"self":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts\/470","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/comments?post=470"}],"version-history":[{"count":0,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts\/470\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/media?parent=470"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/categories?post=470"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/tags?post=470"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}