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MOA / AOA Alteration – Expertvuw
Constitution Changes

Alteration of Memorandum and Articles of Association

Last updated: 2 October 2026

As a company grows, its memorandum (MOA) and articles (AOA) need to keep up — new business objects, investor rights, capital changes or updated governance. Our team drafts the changes, runs the approvals and files them with the ROC.

Overview

How the MOA and AOA are altered

  • Memorandum (MOA) — sets out the company’s name, registered office state, objects, liability and capital. Under section 13, most changes need a special resolution. Changes to the name need approval, and a change of registered office to another state needs Regional Director approval.
  • Object clause — changed by special resolution to add or remove business activities. A company that has raised money from the public through a prospectus must follow additional steps.
  • Articles (AOA) — the internal rules of the company. Under section 14 they are altered by special resolution. Private companies often amend articles to reflect shareholders’ agreements, share transfer restrictions or conversion to a public company.
  • Special resolutions are filed with the ROC in Form MGT-14 within 30 days, with the altered MOA or AOA.

Entrenched provisions in the articles can be changed only if the conditions set for them are met.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What This Service Covers

What our MOA and AOA service covers

1

Reviewing the current MOA and AOA for gaps

2

Drafting new object clauses or articles

3

Board resolution and notice of general meeting

4

Special resolution and MGT-14 filing within 30 days

5

Consolidated, updated MOA and AOA for your records

Key facts at a glance

Section 13

Alteration of the memorandum

Section 14

Alteration of the articles

Special resolution

Needed for most changes

MGT-14

Filed within 30 days of the resolution

Object clause

Defines the business the company can carry on

Entrenchment

Some articles need extra conditions to change

Common Issues

Where MOA and AOA changes commonly go wrong

Out-of-date documents cause problems with banks, regulators and investors.

Objects too narrow

A new business line is started without updating the object clause.

Articles not matching the SHA

Investor rights agreed but not reflected in the articles.

MGT-14 missed

The special resolution is passed but not filed in time.

Related Services

Related services

Constitution changes often go with other actions.

Change of Company Name

Name changes.

Increase Authorised Capital

Capital clause changes.

Private Equity

Investor rights in articles.

Pvt Ltd to Public

Conversion of company type.

Documents Required

Documents we need from you

Company Documents

Change Details

Our Process

How we alter your MOA or AOA

1

Review

Current documents checked against your plans.

2

Drafting

New clauses drafted with you.

3

Board

Board approves and calls a meeting.

4

Members

Special resolution passed.

5

Filing

MGT-14 filed within 30 days.

6

Records

Updated MOA and AOA kept on file.

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After Filing

After the change

Use the updated documents everywhere.

Updated copies

Share the new MOA and AOA with banks and investors.

Registrations

Update licences where objects matter.

Every copy

Each copy of the MOA and AOA issued must include the changes.

Records

Keep the ROC approval or acknowledgment on file.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    How is the object clause of a company changed?

    By special resolution of shareholders and filing Form MGT-14 with the ROC within 30 days.

    A special resolution under section 14.

    The form used to file special resolutions and certain board resolutions with the ROC.

    Often yes — so that rights in the shareholders’ agreement are reflected in the articles.

    Yes, except that entrenched articles can be changed only when their extra conditions are met.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.

    Expertvuw Management Pvt Ltd