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The Memorandum of Association (MOA) is the constitutional charter of a company in India. It defines the outer boundary of a company’s existence in India — its name, the state in which it is domiciled, the objects it may pursue, and the extent of its members’ liability. Every act a company in India performs must fall within the four corners of this document; anything beyond it is ultra vires and, in principle, void.
Yet a company is a living commercial entity. It rebrands, relocates, enters new lines of business, and restructures its capital. When it does, its charter must move with it. Section 13 of the Companies Act, 2013 is the provision that governs how a company may lawfully amend the non-capital clauses of its Memorandum — and it is far more procedural, and far less forgiving, than most founders assume.
This guide walks through the statutory framework, the clause-by-clause procedure, the forms and timelines, and the practical pitfalls that most commonly derail an alteration.
Table of Contents
The Statutory Starting Point: What does alteration mean in a memorandum?
Under the Act, the word “alter” carries a deliberately wide meaning. Section 2(3) defines alteration to include any omission, addition, or substitution. Section 2(56) confirms that “memorandum” means the Memorandum of Association as originally framed or as subsequently altered.
The governing rule sits in Section 13(1): save as provided in Section 61 (which deals separately with alteration of share capital), a company may alter the provisions of its memorandum only by a special resolution and only after complying with the procedure the section lays down. A special resolution requires approval by at least three-fourths of the members present and voting — the higher threshold reflecting the constitutional significance of the document being changed.
Two points are worth internalising at the outset. First, a special resolution is necessary but not always sufficient — several alterations additionally require Central Government approval or Registrar certification. Second, and critically, Section 13(10) provides that no alteration takes effect until it is registered. The resolution is the beginning of the process, not the end of it.
It is worth remembering that the MOA was, until relatively recent decades, treated as a near-unalterable document. The 2013 Act reflects a more commercially pragmatic view — permitting change, but wrapping it in safeguards that protect members, creditors, and the public.
The Clauses That Can Be Altered Under MOA In India— And How
Section 13 applies to the name clause, the registered office (situation) clause, the objects clause, and the liability clause. Each carries its own procedural weight.
1. Change ofCompanyName in India — Section 13(2) and 13(3)
A change of name is subject to Sections 4(2) and 4(3) (which prohibit undesirable or identical names) and, ordinarily, requires the approval of the Central Government in writing in addition to the special resolution.
There is one important carve-out: no such approval is required where the only change is the addition or deletion of the word “Private” as a consequence of a company converting from one class to another under the Act.
Crucially, a name change is only complete and effective when the Registrar enters the new name in the register and issues a fresh certificate of incorporation in the new name. Until that certificate is issued, the old name stands. The company files its application in Form INC-24, and the Registrar issues the new certificate in Form INC-25.
2. Change of Registered Officein India
This is where the procedure branches sharply depending on how far the office moves.
Within the same city, town, or village, or within the same Registrar’s jurisdiction — the change engages Section 12 rather than the heavier machinery of Section 13.
From one state to another (inter-state) — this is the most demanding alteration under Section 13. Because it shifts the company’s regulatory home and can affect creditors and even a state’s revenue base, Section 13(4) provides that the alteration has no effect unless it is approved by the Central Government, on an application made in the prescribed form and manner.
The mechanics, set out in Rule 30 of the Companies (Incorporation) Rules, 2014, require an application to the Central Government (powers delegated to the Regional Director) in Form INC-23, accompanied by the altered MOA, the minutes of the general meeting recording the votes cast, and the board resolution or authorisation. The company must give notice to creditors, debenture holders, and affected regulators, since their interests are directly implicated. Importantly, the shifting of the registered office will not be allowed if any inquiry, inspection, or investigation has been initiated against the company, or where a prosecution is pending — a safeguard against companies relocating to evade scrutiny.
Once the Central Government passes its order, a certified copy must be filed with the Registrar in Form INC-28 within thirty days, and the Registrar of the new state issues a fresh certificate of incorporation reflecting the new location.
3. Change of Objects — Section 13(6), 13(8), and 13(9)
The objects clause defines what business the company may lawfully carry on. Altering it requires a special resolution filed with the Registrar, who must register the alteration and certify it within thirty days of filing under Section 13(9). The alteration takes effect only on that registration.
A materially stricter regime applies under Section 13(8) where a company has raised money from the public through a prospectus and still holds unutilised amounts out of those funds. In that situation the company cannot change the objects for which the money was raised unless:
- the special resolution is passed through postal ballot (not merely at a meeting);
- an advertisement giving details of the resolution is published simultaneously with dispatch of the postal ballot notices, in one English and one vernacular newspaper circulating in the district of the registered office, and placed on the company’s website; and
- dissenting shareholders are given an exit opportunity by the promoters and controlling shareholders, in accordance with SEBI regulations.
This is a shareholder-protection provision at its core: capital subscribed for one declared purpose cannot be quietly redeployed to another without giving objecting investors a fair route out.
4. Change of Liability Clause
Alteration of the liability clause — for instance, changes affecting the extent of members’ liability — likewise proceeds by special resolution and registration. A specific statutory guardrail appears in Section 13(11): in the case of a company limited by guarantee and not having a share capital, any alteration purporting to give a person the right to participate in the divisible profits otherwise than as a member is void.
The Procedure For The Alteration Of The Memorandum In India, Step By Step
While the precise path depends on the clause being altered, a typical alteration follows this sequence:
- Convene a board meeting. Issue proper notice, approve the proposed alteration in principle, and resolve to call a general meeting. Fix the date, time, venue, and agenda, and approve the notice with its explanatory statement.
- Issue notice of the general meeting. Circulate the notice with a clear explanatory statement setting out the rationale for the alteration. Where postal ballot is mandated (as in the unutilised-public-funds scenario), follow the postal ballot procedure and newspaper publication requirements instead.
- Pass the special resolution. Secure approval of at least three-fourths of members present and voting.
- File Form MGT-14 with the Registrar within 30 days of passing the special resolution, under Section 117, attaching the notice of the meeting, the explanatory statement, and a certified true copy of the resolution and the altered MOA.
- File the clause-specific form. Form INC-24 (with Central Government approval) for a name change; Form INC-23, followed by Form INC-28, for an inter-state registered office shift.
- Obtain registration or the fresh certificate. The alteration is legally effective only on the Registrar’s certification or the issue of the new certificate of incorporation — never merely on the passing of the resolution.
Timelines and Consequences of Delay
Two timelines dominate. Form MGT-14 must be filed within 30 days of the special resolution, and for objects the Registrar must certify the alteration within 30 days of filing. For an inter-state office shift, the Central Government’s certified order must reach the Registrar in Form INC-28 within 30 days of receipt.
These deadlines are not administrative niceties. Late filing of MGT-14 attracts substantial penalties, and — more consequentially — an unregistered alteration is simply without legal effect. A company that begins operating under a new name, from a new state, or in a new line of business before registration is complete exposes itself to challenges of validity and potential ultra vires consequences.
Common Pitfalls We See in Practice
- Treating the special resolution as the finish line. It is the mid-point. Registration is what gives the alteration legal force.
- Overbroad objects clauses. Courts have long held that a company cannot simply state that it will “carry on all kinds of business.” The objects must specify genuine fields of activity.
- Ignoring the exit-offer trigger. Companies sitting on unutilised public funds routinely underestimate the postal-ballot, advertisement, and dissenting-shareholder-exit obligations attaching to an objects change.
- Attempting an office shift under a cloud. An inter-state relocation will not be sanctioned while an inquiry, inspection, investigation, or prosecution is pending.
- Listed-company disclosure gaps. For listed entities, an objects alteration additionally triggers SEBI (LODR) obligations — voting results and scrutinizer’s report to the exchange, and a prompt website update of the amended MOA.
Why Precision Matters
An alteration of the Memorandum touches the legal foundation of the enterprise. Done correctly, it is a clean, defensible corporate action. Done carelessly — a missed filing, an overbroad clause, an overlooked exit offer, a relocation attempted mid-investigation — it can invite penalties, invalidate corporate acts, and complicate future transactions, financings, and due diligence.
At Mercurius, our corporate advisory and regulatory teams manage MOA alterations end to end — from drafting board and shareholder resolutions and the amended charter, to Central Government and Registrar filings, to closing out the fresh certificate of incorporation. For companies operating across multiple jurisdictions, we align the alteration with parallel obligations under SEBI, FEMA, and sector-specific regulation, so that a single change to the charter does not create downstream compliance gaps.
To discuss an alteration of your Memorandum of Association, contact the Mercurius corporate advisory team at: https://masllp.com/contact-us/
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