# Alteration of MOA & AOA (Objects Change)

> A company changes its memorandum (for example, its objects clause) or its articles of association by passing a special resolution in a general meeting and filing it with the ROC in Form MGT-14 within 30 days, together with the altered documents. Some MOA changes — name, registered office state, capital — follow their own forms and approvals.

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

Companies alter the objects clause when they start a business that their MOA doesn't cover; banks, GST officers and licensing authorities increasingly check that the activity appears in the objects. Articles are usually amended before a fundraise, to add investor rights or adopt a new set aligned with the shareholders' agreement.

The alteration is effective once registered by the ROC. We draft the new clauses, the special resolution and explanatory statement, and file MGT-14 with the amended documents.

## Key facts

| Item | Detail |
| --- | --- |
| Approval | Special resolution (Sections 13 and 14) |
| Filing | MGT-14 within 30 days with altered MOA/AOA |
| Separate routes | Name change (INC-24), capital (SH-7), registered office state change (INC-23) |

## Who needs this

- Companies entering a new line of business
- Startups adopting investor-friendly articles
- Companies converting from private to public or vice versa

## What's included

- Drafting of new clauses
- Special resolution and notice
- MGT-14 filing
- Updated charter documents

## Documents

- Current MOA and AOA
- Description of new business or changes
- Director DSC

## Process

1. **Draft** — New objects or articles drafted.
2. **Approve** — Special resolution passed.
3. **File** — MGT-14 within 30 days; ROC registers the change.

## Also covers

- **Object clause change** — Amending the main objects to cover new business activities.

## FAQs

### Can a company do business outside its objects clause?

It should amend the objects first. Activity outside the MOA can create problems with banks, regulators and contracts.

### Is ROC approval needed to change the objects clause?

The change is filed in MGT-14 and becomes effective on registration by the ROC.

### Do we need new articles before a VC round?

Usually yes — investors expect their rights in the shareholders' agreement to be reflected in the articles.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114

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