Memorandum of Association Amendment — Section 13 Procedure
The Memorandum of Association is the company’s charter. It faces outward: it tells the world what the company is called, which state it is domiciled in, what business it may lawfully carry on, how far the members’ liability extends, and the capital with which it is registered. Because it defines the company’s capacity, anything the company does outside its objects is beyond its powers, and that is why altering the memorandum is a shareholder decision rather than a board one.
Section 13 of the Companies Act, 2013 is the general provision: a company may alter the contents of its memorandum by special resolution and by complying with the procedure the section specifies. The one carve-out is the capital clause, which is governed separately by Section 61 and needs only an ordinary resolution. Beyond that, the process diverges sharply by clause — a name change needs Central Government approval, an inter-state shift of the registered office needs Regional Director confirmation, and an objects change needs neither.
This guide covers the clauses of the memorandum, which resolution and which approval each alteration needs, the objects clause change in detail including the stricter regime where public money is involved, the registered office clause and its four scenarios, how the memorandum differs from the articles, and what happens if the company acts outside its objects.
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What is the Memorandum of Association?
The memorandum is the document filed at incorporation that brings the company into existence and fixes its constitutional boundaries. It is registered with the Registrar, is a public document available against your CIN, and anyone dealing with the company is entitled to rely on it. Under the current law it is filed electronically as e-MOA with the incorporation application.
Its function is external. The memorandum is where a bank, a customer or a regulator looks to confirm that the company is permitted to carry on the business it says it carries on. The Articles of Association, by contrast, face inward and govern how the company runs itself — the two are amended under different sections and for different reasons.
An alteration of the memorandum is therefore a change to what the company is, not to how it operates. That is why every clause except the capital clause needs a three-fourths majority, and why several clauses need an outside approval on top of the shareholder vote.
What are the clauses of the memorandum?
| Clause | What it records | How it is altered |
|---|---|---|
| Name clause | The registered name of the company | Special resolution plus Central Government approval — see company name change |
| Situation clause | The state in which the registered office is situated | Special resolution; Regional Director confirmation for an inter-state shift |
| Objects clause | The business the company may lawfully carry on | Special resolution, registered by the Registrar; stricter regime where public money is unutilised |
| Liability clause | Whether members’ liability is limited by shares or by guarantee, or unlimited | Special resolution, with the conversion procedure the change implies |
| Capital clause | The authorised share capital and its division into shares | Ordinary resolution under Section 61 — see authorised capital |
| Subscription clause | The original subscribers and the shares they took | Historical record — not altered in the ordinary course |
The subscription clause is worth a note. It records who founded the company and what they subscribed for, and it stays as a historical fact — later changes in shareholding happen through share transfers and allotments in the register of members, not by rewriting the memorandum.
Which resolution and which approval does each alteration need?
The common assumption is that everything touching the memorandum needs 75 per cent plus a government sanction. In fact the requirements vary considerably, and getting this map right at the start saves an unnecessary approval leg or a fatal missing one.
| Alteration | Resolution | External approval | Forms |
|---|---|---|---|
| Change of name | Special resolution | Central Government, through the ROC | RUN, MGT-14, INC-24, then INC-25 issued |
| Change of objects | Special resolution | None — registered by the Registrar | MGT-14 |
| Change of objects where public money is unutilised | Special resolution by postal ballot | None, but newspaper publication and an exit offer to dissenters | MGT-14, with the prescribed disclosures |
| Registered office within the same city, town or village | Board resolution only | None | INC-22 |
| Registered office outside local limits, same ROC | Special resolution | None | MGT-14, INC-22 |
| Registered office to another ROC within the same state | Special resolution | Regional Director | MGT-14, INC-23, INC-28, INC-22 |
| Registered office to another state | Special resolution | Regional Director, with creditor notice and newspaper advertisement | MGT-14, INC-23, INC-26 advertisement, INC-28, INC-22 |
| Increase in authorised capital | Ordinary resolution under Section 61 | None | SH-7 |
| Reduction of paid-up capital | Special resolution under Section 66 | NCLT confirmation | Separate petition process |
Two rows carry the most risk. An objects change needs no approval but does need registration by the Registrar to take effect, so filing it and forgetting it is not enough. And an inter-state shift is the heaviest item on the list by a wide margin — it needs creditor consent or provision, a newspaper advertisement, and a fresh certificate of incorporation from the receiving state’s Registrar.
How do you change the objects clause of a company?
This is the most common memorandum amendment and the most straightforward. It needs a special resolution and a filing; it does not need Central Government approval, Regional Director confirmation, or a name reservation. Section 13(9) requires the Registrar to register the alteration of objects and certify the registration within thirty days of the special resolution being filed, and the alteration takes effect on that registration.
- 1.Draft the revised objects clause, covering the new activity and the adjacent lines you realistically expect to enter
- 2.Check the revised objects against any licence, registration or regulator approval the new activity needs
- 3.Hold a board meeting to approve the draft and call a general meeting
- 4.Issue the general meeting notice with 21 clear days’ notice and an explanatory statement under Section 102 explaining the change and the reasons for it
- 5.Where shorter notice is needed, obtain consent from members holding at least 95 per cent of the voting rights
- 6.Hold the general meeting and pass the special resolution
- 7.File MGT-14 within 30 days, attaching the certified resolution, the notice with the explanatory statement, the altered memorandum and the minutes
- 8.Confirm the Registrar has registered the alteration
- 9.Replace the objects clause in every copy of the memorandum and update the activity code in your records
- 10.Apply for any sectoral licence or registration the new activity requires before starting it
Draft the clause generously but not absurdly. Too narrow and you are back here the next time the business shifts; too vague and it invites questions from banks and, where a name change is also involved, from the name examiner who tests the activity element of the name against the objects.
What is the stricter regime under Section 13(8)?
Where a company has raised money from the public through a prospectus and still holds unutilised amounts out of that money, it cannot change the objects for which the money was raised through the ordinary route. Section 13(8) read with the rules imposes a materially stricter procedure, because capital subscribed for one declared purpose cannot be quietly redeployed to another.
- The special resolution must be passed by postal ballot, not merely at a meeting
- The notice must disclose the total money received, the amount utilised for the stated objects, and the unutilised balance
- It must set out the particulars of the proposed change, the justification for it, and the amount proposed to be applied to the new objects
- An advertisement giving details of the resolution must be published, simultaneously with dispatch of the postal ballot notices, in one English and one vernacular newspaper circulating in the district of the registered office
- The same details must be placed on the company’s website where it has one
- Dissenting shareholders must be given an exit opportunity by the promoters and controlling shareholders, in accordance with the applicable securities regulations
For the overwhelming majority of private companies this does not apply, because they have never raised money through a prospectus — a private placement or a venture round is not a public issue. Where it does apply, the exit-offer limb is the one that needs the most planning, and the position should be confirmed against the current rules and securities regulations rather than from a summary.
How do you change the registered office in the memorandum?
Only one of the four registered office scenarios actually alters the memorandum. The memorandum names the state, not the address, so moving within a state leaves the situation clause untouched — what changes is the address notified to the Registrar. Moving to another state alters the clause itself and is a different order of exercise.
- 1.Within the same city, town or village — board resolution and a notice of the new address to the Registrar; the memorandum is unchanged
- 2.Outside local limits but within the same Registrar’s jurisdiction — special resolution and notice of the new address; the memorandum is unchanged
- 3.To a different Registrar within the same state — special resolution plus Regional Director confirmation, then the order filed and the new address notified
- 4.To another state — special resolution, Regional Director confirmation with notice to creditors and debenture holders, newspaper advertisement in the prescribed form, service on the Registrar and the affected authorities, then the order filed and a fresh certificate of incorporation from the Registrar of the receiving state
The inter-state route has hard lead times built into it: the newspaper advertisement has to be published well before the application is filed, and the Regional Director has a period within which to dispose of the application. Plan it in months rather than weeks, and remember that the CIN changes because it encodes the state. See registered office for the address-change mechanics.
What documents are required for an MOA amendment?
- Certified true copy of the board resolution approving the alteration and calling the general meeting
- Notice of the general meeting with the explanatory statement under Section 102
- Certified true copy of the special resolution, or the ordinary resolution for a capital clause change
- The altered memorandum, showing the clause as adopted
- Minutes of the general meeting with the attendance record
- Shorter notice consent from members where the meeting was held on shorter notice
- Scrutiniser’s report where a postal ballot or e-voting was used
- List of creditors and debenture holders, for an inter-state office shift
- Newspaper advertisement copies, where the alteration requires publication
- Altered articles as well, where the change also touches the articles
The explanatory statement is the single most common pre-scrutiny failure on MGT-14. It is not optional for a special resolution and it has to actually explain the change and the reasons for it, not merely restate the resolution.
How is the memorandum different from the articles?
| Memorandum of Association | Articles of Association | |
|---|---|---|
| Function | Defines the company to the outside world | Governs how the company runs internally |
| Contents | Name, state, objects, liability, capital, subscribers | Share issue and transfer, meetings, board powers, dividends, borrowing |
| Governing section for alteration | Section 13, with Section 61 for the capital clause | Section 14 |
| Resolution | Special resolution, except the capital clause | Special resolution, or unanimous consent where entrenchment is being added to a private company’s articles |
| External approval | Required for a name change and for certain office shifts | Generally not required, except on a conversion between company classes |
| Hierarchy | Prevails over the articles | Subordinate to the memorandum and to the Act |
| Consequence of acting outside it | The act is beyond the company’s capacity | The act is irregular internally and can usually be ratified |
The hierarchy line matters in practice. Where the articles permit something the memorandum does not, the memorandum wins and the articles are read down. A company whose articles allow a capital increase beyond the memorandum’s stated authorised capital still has to raise the memorandum figure first.
What happens if a company acts outside its objects?
An activity outside the objects clause is beyond the company’s capacity. In practical terms the consequences are rarely a dramatic legal challenge and much more often a series of ordinary commercial obstacles.
- Banks decline to open a facility or an account for an activity the memorandum does not cover
- A licence or registration application is rejected because the objects do not support the declared activity
- Investor diligence raises it as a defect requiring a retrospective amendment before closing
- A counterparty in a dispute argues the contract was outside the company’s powers
- A regulator questions whether the company was entitled to carry on the activity at all
- GST or sector registrations show an activity inconsistent with the MCA record
The cure is an objects amendment, and it is usually cheap relative to the disruption of not having it. Where a pivot is under discussion, amend the objects as part of the pivot rather than after the first bank or licence refusal.
How long does an MOA amendment take and what does it cost?
An objects change with full notice commonly runs three to four weeks from board meeting to filing, and less where members consent to shorter notice. A name change adds the reservation leg and officer examination of the approval application. An inter-state office shift runs to months because of the advertisement and creditor notice requirements.
| Cost head | Basis | Indicative position |
|---|---|---|
| MGT-14 filing fee | Slabbed by nominal share capital | A few hundred rupees at typical small-company capital |
| Additional fee on late MGT-14 | Rising multiple of the normal fee | Up to 12 times the normal fee at the longest slab |
| Name change fees | Reservation plus the approval application | Only where the name clause is being altered |
| Regional Director application fee | Prescribed in the fee rules | Only for office shifts needing confirmation |
| Newspaper advertisement | Publisher rates | Only where publication is required |
| Stamp duty | State law, on a capital clause increase | Payable electronically with SH-7, not on an objects change |
| Professional fees | Drafting, meeting papers and filings | Scoped after a short discovery call |
Figures are indicative and confirmed before filing, since the fee rules are amended periodically. Note that an objects amendment attracts no stamp duty — duty on the memorandum arises on capital, which is why a capital clause change is the expensive one.
What must be done after the memorandum is altered?
- 1.Confirm the Registrar has registered the alteration, and obtain the certificate where one is issued
- 2.Replace the altered clause in every printed and digital copy of the memorandum
- 3.Note the alteration in the copies held by directors, auditors and shareholders
- 4.Update the activity description and industrial code used in your MCA filings
- 5.Reflect the change in the next annual return and in the notes to the financial statements
- 6.Apply for any licence or registration the new activity requires before commencing it
- 7.Update GST, Udyam and other registrations where they carry an activity description
- 8.Where the name clause changed, run the full downstream update list and display the former name for two years
The step most often skipped is the first one. An alteration that was resolved and filed but never registered leaves the company operating on a clause the public record does not carry — and that is exactly what a diligence exercise finds.
What is changing in memorandum alteration filings?
The alteration forms now run as MCA V3 webforms, with electronic memorandum data entry replacing scanned attachments for capital changes and with tighter validation against the master data held for your company.
MCA’s draft Companies (Incorporation) Amendment Rules, 2026, published for consultation, propose consolidating several change and conversion forms into two comprehensive filings provisionally called E-CHNG and E-CON. The consolidation list includes the name change application INC-24 and the registered office forms INC-22 and INC-23 — so it touches two of the memorandum clauses discussed here. The objects clause route through MGT-14 sits under the Management and Administration Rules and is not in that list.
The published note and the circulating summaries do not describe the part-lettering of the proposed forms identically, so treat specific part references as provisional. Nothing is notified law yet, and current alterations continue on the existing forms.
Why choose Arjun Filings for memorandum of association amendment?
Arjun Filings runs memorandum of association amendment as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.
- Specialist support for memorandum of association amendment
- Due-date calendar and penalty awareness
- Form review before DSC signing
- Status updates until acknowledgement