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The MOA is your company's charter; the AOA is its internal rulebook. Changing either almost always needs a 75% special resolution and an MGT-14 filing — but name and registered-office changes carry an extra layer, and not every alteration is even permissible.

The default rule: special resolution + MGT-14 within 30 days. Name changes add RUN and Central Government approval.

A company decides to add a new line of business, only to find its object clause doesn't cover it — so contracts in the new activity sit on shaky legal ground until the MOA is altered. Another rebrands and starts using the new name on invoices before the fresh Certificate of Incorporation issues, creating a mismatch across its records. Both are avoidable. Altering the constitution is routine, but it follows a precise sequence, and the change isn't legally effective until the ROC registers it. Acting on a change before it's registered is where companies trip.

BOTTOM LINE

  • Default: Most MOA/AOA alterations need a special resolution (75%) plus MGT-14 within 30 days.
  • Name change: also needs a RUN name check and Central Government approval via INC-24, with a fresh COI (INC-25); effective from the new COI date.
  • One exception: increasing authorised capital (capital clause) needs only an ordinary resolution and SH-7 — not MGT-14.

MOA vs AOA — what each governs

Governs this section: Sections 13 & 14, Companies Act, 2013

The Memorandum (MOA) is the company's charter — its name, registered-office state, objects, liability and capital clauses; its alteration is governed by Section 13. The Articles (AOA) are the internal governance rulebook — director appointments, meetings, share transfers; altered under Section 14. Both, as a rule, require a special resolution.

The default route: special resolution + MGT-14

Governs this section: Section 13/14 & Section 117

The standard flow for most alterations:

  1. Board meeting: approve the alteration and call a general meeting.
  2. General meeting: pass a special resolution (75% of votes cast).
  3. File MGT-14 with the ROC within 30 days of the resolution, attaching the resolution, the notice and explanatory statement, and the altered MOA/AOA.
  4. Each page of the altered MOA/AOA is signed, with a footnote noting the resolution date.

Crucially, an alteration is not effective until registered by the ROC.

Changing the name

Governs this section: Section 13(2) & Rule 29, Companies (Incorporation) Rules, 2014

A name change carries an extra step because it needs the Central Government's nod:

  1. Check availability via RUN (Reserve Unique Name) on the MCA portal (₹1,000).
  2. Pass a special resolution; file MGT-14 within 30 days.
  3. File INC-24 (application for CG approval of the name change) — after MGT-14, since INC-24 needs its SRN.
  4. On approval, the ROC issues a fresh Certificate of Incorporation (INC-25) with the new name.

PRACTITIONER'S NOTE

The name change takes effect from the date of the new COI — not the date of the resolution. Don't put the new name on invoices, contracts or signage until that certificate issues, or you create a records mismatch that surfaces in audits and diligence. After it issues, update PAN/TAN, GST, bank accounts and stationery.

Changing the objects

Governs this section: Section 13(1)

Altering the object clause — to add or change business activities — needs a special resolution and MGT-14 with the altered MOA. Keeping the objects current matters: a company can't reliably contract in an activity its MOA doesn't authorise, so update the clause before entering a genuinely new line of business.

The limits on altering articles (and entrenchment)

Governs this section: Section 14 & Section 5(3)

A power to alter articles isn't unlimited. An AOA alteration must not contradict the MOA, must not violate the Act or other law, must not be oppressive to minority shareholders, and must be bona fide for the company's benefit — it can't be a vehicle for fraud. Companies may also entrench specific AOA provisions under Section 5(3) — making them changeable only by a more restrictive procedure than a special resolution (entrenchment requires all members' agreement in a private company, or a special resolution in a public company).

What does late filing cost?

Governs this section: Section 117(2)

PENALTY — Section 117(2)

Failing to file MGT-14 in time makes the company liable to ₹10,000 (plus ₹100/day, up to ₹2 lakh) and every officer in default ₹10,000 (plus ₹100/day, up to ₹50,000). And the alteration simply doesn't take effect until it's registered — so a missed filing leaves the change in limbo.

Common mistakes

  1. Acting on the change before ROC registration. Alterations are effective only once registered.
  2. Using the new name early. It's effective only from the fresh COI date.
  3. Filing INC-24 before MGT-14. INC-24 needs the MGT-14 SRN.
  4. Treating a capital-clause increase like other alterations. That needs only an ordinary resolution and SH-7.
  5. Altering articles in a way that's oppressive or contradicts the MOA. Such alterations can be struck down.

Checklist

  1. Identify the clause being altered (name / objects / capital / registered office / AOA).
  2. Pass the appropriate resolution (special, except an ordinary resolution for a capital increase).
  3. File MGT-14 within 30 days with the altered MOA/AOA.
  4. For a name change: RUN check → MGT-14 → INC-24 → fresh COI (INC-25).
  5. Sign each page of the altered document with the footnote; keep it for records.
  6. Treat the change as effective only on ROC registration, then update all downstream records.

FAQ

What's needed to alter the MOA or AOA? Generally a special resolution (75%) and Form MGT-14 within 30 days, with the altered document attached.

Does a name change need government approval? Yes — Central Government approval via INC-24 (after a RUN check and MGT-14), with a fresh Certificate of Incorporation.

When does a name change take effect? From the date of the new Certificate of Incorporation, not the resolution date.

Is there any alteration that doesn't need a special resolution? Yes — increasing authorised capital needs only an ordinary resolution and Form SH-7 (not MGT-14).

Can articles be altered freely? No. Alterations can't contradict the MOA or the Act, be oppressive to minorities, or be made in bad faith; some provisions may be entrenched.

Primary sources

  • Sections 13, 14, 5(3) & 117, Companies Act, 2013
  • Rule 29 & 33, Companies (Incorporation) Rules, 2014; Forms MGT-14, INC-24, INC-25, SH-7

Disclaimer: This article is general information on a fast-changing area of company law, current at the time of writing. It is not legal or professional advice for any specific company. Verify the position against the live MCA rules and consult your company secretary.