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Alteration of Memorandum of Association of a Company

alteration of memorandum of association

The Memorandum of Association (MOA) contains a company’s rights and obligations towards its members, namely the creditors and shareholders. The identity card of any corporation is similar to that of its memorandum of association. MOA is defined according to Section 2(56) of the Companies Act.

The alteration of Memorandum of Association is an effective procedure for the company to achieve the flexibility necessary for its continued existence and survival as a legal entity. It is required before the business starts making significant changes to its form or structure.

What is MOA

A Memorandum of Association is written before any firm is incorporated. It is a public document created by the company’s promoters. MOA, commonly known as the “charter of the company,” outlines the relationship between the company and its creditors or shareholders. Any company’s whole organizational structure hinges on its memorandum of association. It indicates the range of a business’s operations. It implies that the company may only conduct its business following the terms of its memorandum of association.

As far as alteration of memorandum of association is concerned, there are several constraints. Under Section 16 of the Companies Act, such restrictions are visible. Alteration occurs when it is registered as such. The entire process of changing the company will only succeed if an application for registration is submitted within the specified time.

Purposes of MOA

  • To state the purpose behind establishing the business – A Memorandum of Association’s primary goal is to inform the business’s members of the rationale behind the firm’s formation. 
  • To provide investors with information about the company’s operations – It makes it possible for anyone considering investing in a firm to learn everything there is to know about its operations. 
  • To inform investors of the potential for their investment – Everybody can view a Memorandum of Association because it is a public document. So, prospective investors will be able to know the precise purpose for which their capital may be used with the aid of the Memorandum of Association. 
  • To assure investors – The Memorandum of Association enables the company’s current investors to rest easy knowing their money won’t be used in ways they didn’t intend.

Cases that require alteration of Memorandum of Association (MOA)

Change of Name

Changes to Clause I of the Company’s Memorandum of Association are required for a name change. The company shall reserve the suggested name. The ROC must be notified of a name change application before approval. 

Changing the Authorized Capital

Whether there is an option to change the portion of capital in the Articles of Association or not, by adopting an ordinary resolution in the general meeting, the capital provision that involves an increase in the authorized capital can be changed. However, a change or alteration of money requires court approval.

Change in Objects

Alteration of Memorandum of Association to change your company’s purposes or aims and objectives as outlined in it. The procedure begins with the board approving a resolution to change the company’s primary objectives. If the company name does not resonate with its primary goals, it must be modified to reflect them.

Shift of Registered Office

According to Section 4 of the Act, the Memorandum of Association for any company must identify where the firm’s registered office will be located. Under Section 12 of the Act, a business must place the site of its registered office within 15 days of registration. A company of this nature must also produce confirmation of its registered office to the Registrar of Companies (ROC) within 30 days of incorporation.

Steps for alteration of Memorandum of Association (MOA)

Step 1- Notification of a Board of Directors meeting

The Board of Directors (BoD) must be informed of any proposed changes to any clause in the Memorandum of Association before they can be implemented. The BoD must receive notice of the board meeting at least seven days in advance, as Section 173 of the Act requires. The specifics of the desired modification and a rough copy of the resolution must be included with the notice.

Step 2- Having a meeting with the directors

The board meeting is required as the second stage in alteration of memorandum of association. Discuss the suggested change’s necessity, benefits, and drawbacks during the session. Last, the date, location, and time of the general meeting are chosen if the board agrees to implement such a change. A director or another person can also notify every company member of the general meeting.  

Step 3- Extraordinary General Meeting Announcement

The company’s directors, members, and auditors are all notified of the general meeting. The notification must be delivered twenty-one days before the scheduled public meeting following Section 101 of the Act. It is possible to send the notice physically or electronically. The actual time, venue, and date of the scheduled meeting should be included in the message. A summary of the items planned to be discussed at the meeting should also be included.

Step 4- General Meeting

The meeting’s quorum is first verified on the day of the general assembly. The company’s auditor’s presence is then confirmed. An absence permit could be issued if they are not present. At long last, the proposed special resolution amending the Memorandum of Association has been approved. If there are at least three times as many votes in favour of a special resolution as there are votes against it, it is deemed to have passed. A postal ballot, an in-person vote, or a proxy may be used to cast the votes.   

Step 5- Application submission to the company’s registrar

Within 30 days of the special resolution’s passage and after the shareholder’s solution has been approved, Form MGT-14, an explanation, and an amended copy of the MOA must be filed.


A Memorandum of Association can be changed through a difficult process. To ensure that the company’s growth is assured without harming the members’ interests, the process is marked by protracted talks and brainstorming. While Section 13 of the Act permits alteration of memorandum of association, it also prevents the firm from making significant changes to its operations without the members’ express consent.

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