AOA and MOA Amendment for Companies
An AOA amendment needs a special resolution under Section 14 of the Companies Act, 2013, and the same goes for the Memorandum of Association (MOA) under Section 13. File it with the ROC in Form MGT-14 within 30 days. We draft the clauses and meeting papers and file on the MCA V3 portal.
What it is
The MOA is your company’s charter. It fixes the name, the State of the registered office, the objects, the liability of members and the authorised capital. The AOA is the rulebook: share transfers, directors, meetings, signing powers. When the business changes, the documents have to follow.
Section 14 lets a company alter its articles by special resolution, subject to the Act and its memorandum. An AOA amendment is the simpler case. Section 13 covers the memorandum, with extra approvals for some clauses. The special resolution is filed with the Registrar of Companies in Form MGT-14 within 30 days under Section 117. Some MOA clauses need extra steps, set out in the table below.
Who it applies to
You are bringing in an investor
An investor’s shareholders’ agreement needs matching articles: transfer restrictions, first refusal, tag-along and drag-along, board seats.
Your articles are old or borrowed
Articles drafted under the Companies Act, 1956 often conflict with the 2013 Act. A fresh set removes those conflicts.
You are changing company status
Converting a private company into a public one, or the reverse, works by altering the articles under Section 14, plus further forms.
Why it matters
The articles bind the company and members
Once registered, an alteration is valid as if it had always been in the articles (Section 14(3)).
Some actions need authority in the articles
A buy-back under Section 68 and an increase in capital under Section 61 both need authority in the articles. Picture a Faridabad auto-parts company planning a buy-back whose 1990s articles say nothing about it: the articles are amended first.
Banks and investors read them
Lenders and due-diligence teams check your articles on the MCA record before they commit.
Documents required
Company records
- Current MOA and AOA
- Certificate of incorporation
- Shareholders’ agreement or term sheet, if any
Meeting papers
- Board resolution calling the general meeting
- Notice with explanatory statement under Section 102
- Certified copy of the special resolution
For filing
- Altered AOA or MOA, printed in full
- Valid DSC of an authorised director
- Consent of shareholders for shorter notice, if used
Which change needs which route
| Change | Resolution | Form and approval |
|---|---|---|
| Any clause of the AOA | Special resolution (Section 14) | MGT-14 within 30 days |
| Entrenchment clause added | All members (private) or special resolution (public), Section 5(4) | Notice to ROC in MGT-14 within 30 days (Rule 10) |
| Objects clause of the MOA | Special resolution (Section 13(1)) | MGT-14; ROC registers within 30 days (Section 13(9)) |
| Name clause | Special resolution | MGT-14, then INC-24 for Central Government approval |
| Registered office to another State | Special resolution | MGT-14 and INC-23 to the Regional Director (Section 13(4)) |
| Authorised capital | Ordinary resolution (Section 61), if the articles allow | SH-7 within 30 days (Section 64) |
| Public to private conversion | Special resolution (Section 14) | MGT-14, RD-1 to the Regional Director, then INC-27 within 15 days of the order |
Here is the catch for NGOs: a Section 8 company can alter its memorandum or articles only with the previous approval of the Central Government (Section 8(4)). For a new line of business, see our page on changing the object clause.
How it works
Map what must change
We read your MOA and AOA against the Companies Act, 2013 and any investor documents, and mark every clause to change. In practice, a family company taking its first investor needs new transfer and board clauses.
Draft the altered clauses
You get the altered document and a comparison with the old one, so every AOA amendment is visible line by line.
Approve the draft at a board meeting
The board approves the draft and calls a general meeting with a Section 102 explanatory statement.
Pass the special resolution
Shareholders pass it at the general meeting, with votes in favour at least three times the votes against.
File MGT-14 and any follow-on form
We file MGT-14 within 30 days, then any second form the change needs.
Timelines
Give 21 clear days’ notice
Section 101 requires 21 clear days’ notice of the general meeting, unless members holding at least 95% of the paid-up voting capital agree to shorter notice.
File MGT-14 within 30 days
The special resolution must be filed with the ROC within 30 days of passing it (Section 117).
File INC-27 within 15 days of the RD order
For a public company converting to private, INC-27 goes in within 15 days of receiving the Regional Director’s order.
What happens if you skip the filing
Additional fee of 2× to 12×
A late MGT-14 costs a multiple of the normal fee: 2× up to 30 days late, rising to 12× beyond 180 days.
Section 117 penalty
₹10,000 on the company and each officer in default, plus ₹100 a day while the default continues, up to ₹2 lakh for the company and ₹50,000 per officer.
₹1,000 per outdated copy
Section 15 requires every copy of the MOA and AOA to show the alteration. Each copy issued without it costs the company and each officer in default ₹1,000.
Frequently asked questions
Which resolution is needed to amend the articles of association?
A special resolution of shareholders, under Section 14 of the Companies Act, 2013, is needed for any AOA amendment. A special resolution needs votes in favour at least three times the votes against. The board approves the draft and calls the meeting first. The company files it in Form MGT-14 with the altered articles within 30 days.
What is the time limit for filing MGT-14 after altering the AOA?
30 days from the date the special resolution is passed, under Section 117. Late filing attracts an additional fee that is a multiple of the normal fee, from 2× for a delay of up to 30 days to 12× beyond 180 days, plus possible penalties. File within the month and you pay only the normal fee of ₹200 to ₹600.
Do private companies also need to file MGT-14 for AOA changes?
Yes. Section 117 applies to private companies too, and a special resolution altering the articles goes to the ROC in MGT-14 within 30 days. We check what your own articles say about notice and quorum before fixing the meeting date.
What is an entrenchment clause?
It is a clause that can be changed only by a procedure stricter than a special resolution, such as unanimous consent or an investor’s written approval. Under Section 5(4), a private company needs the agreement of all members to add one, and a public company a special resolution. The company must then notify the ROC in MGT-14 within 30 days.
Can we change the name or objects through the same process?
Partly. Both start with a special resolution and MGT-14 under Section 13. A name change then needs Central Government approval through Form INC-24 and takes effect only when the ROC issues a fresh certificate. An objects change takes effect once the ROC registers it, which it does within 30 days of filing. We handle each with its own checklist.
How do we amend the articles to match a shareholders’ agreement?
For an AOA amendment of this kind, insert the key terms of the agreement into the articles by special resolution and file MGT-14 within 30 days. Typical clauses cover transfer restrictions, first refusal, tag-along and drag-along rights, investor board seats and reserved matters. Where rights must not be diluted later, they can be entrenched under Section 5. Once they are in the articles, those rights bind the company.
Is government approval needed to convert a public company into a private company?
Yes. The second proviso to Section 14(1) says the alteration is valid only once the Central Government approves it; this power now sits with the Regional Director. The company passes a special resolution, files MGT-14, applies in Form RD-1 and, after the order, files INC-27 within 15 days. We track the RD-1 on the MCA V3 portal until the order arrives.
What happens if we do not update the copies of the AOA we give out?
The company and every officer in default face a penalty of ₹1,000 for each copy issued without the alteration, under Section 15(2). Every copy of the MOA or AOA issued after the change must show it. We give you a clean consolidated version with the filing, so old copies can be retired.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government fee for MGT-14 depends on your authorised capital:
| Authorised capital | MGT-14 normal fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
A company without share capital pays ₹200. Filed late, the fee is multiplied 2× to 12× depending on the delay.
Ready to begin?
Send us your MOA and AOA and what needs to change; we will draft the clauses and file MGT-14 inside 30 days.