The document outlines the importance of the Memorandum of Association (MoA) for company registration, detailing its role in defining relationships among stakeholders and the company's objectives. It explains the process of altering the MoA, including the need for special resolutions and compliance with the Companies Act, 2013, emphasizing specific clauses like name, registered office, objectives, and liability. The document concludes with a note on the complexity of MoA alterations and the recommendation to seek professional assistance.

1. ALTERATION
OF MOA
Guide to Alter Memorandum of Association

2. OVERVIEW
An MOA (Memorandum of
Association) is a legal document
required for the registration of a
company. This document defines the
relationship between the shareholders,
directors, and company. Further, the
mission, vision, and objective of a
company are also covered in this
document. In this blog, we will talk
about the process for the alteration of
MOA.

3. Concept of
Memorandum of
Association
Further, the provisions for the
alteration of MOA are provided
under section 13 of the
Companies Act, 2013. A
company needs to pass an SR
(Special Resolution) to alter the
Memorandum of Association.
Lastly, the changes made must
be included in every copy of the
MOA.
The Memorandum of Association is
defined under section 2 (56) of the Companies
Act, 2013. The definition says ‘an MOA can
only be drafted or altered as per the provisions
of the Act’. However, this definition neither
specifies the meaning nor the functions that
an MOA plays in a company.
A Memorandum of Association acts as the
Charter or principal document for a company.
That means no company can get itself
registered without an MOA. Moreover, this
document provides the range of activities that
a company is allowed to carry out.

4. Clauses of
Memorandum of
Association
• Name Clause;
• Registered Office Clause;
• Objective Clause;
• Liability Clause;
• Capital Clause;
• Subscription Clause.

5. CONCEPT OF
NAME CLAUSE
The name clause of an MOA deals with the name of the
company. As per this clause, the name of a company must
be unique, legal, and original. That means the proposed name of
the company must not be similar to the name of an existing
company.
Further, one can easily check the availability of a name on the
MCA (Ministry of Corporate Affairs) website. Furthermore, any
changes in the existing name require alteration of
the Memorandum of Association.

6. Item 1 Item 2 Item 3 Item 4
80
60
40
20
0
ALTERATION OF
MOA: NAME
CLAUSE
In case a company decides to change or modify its
name, it needs to modify the Name Clause.
Alteration of Name Clause will be governed
by section 13 of the Companies Act, 2013. However,
section 16 will act as governing law for a company
that wants to rectify its existing name.
The company needs to inform the ROC about the
change in name. The Registrar of Companies will
register the new name and will a new Certificate of
Incorporation.

7. • Financial Statements;
• Annual Returns;
• Document due for filing with
ROC;
• Repayment of the matured
debentures or deposit;
• Interest on the debentures of
deposits.
Furthermore, a company
cannot alter its name if it
has defaulted in either of
the following:

8. Concept of
Registered
Office Clause
This clause includes the details and particulars
of the registered office of a company. That
means it contains the details of the state or UT in
which the said office is located. Under section 12
of the Act, a company can change registered
office by altering the Registered Office Clause.
An applicant company needs to inform the
ROC about the exact office location within fifteen
days from the registration. Also, it needs to verify
the office address within thirty days from
the registration of the company.

9. Concept of Objective
Clause
The Objective Clause of a company
defines the objective and purpose of a
company. A company needs to alter
its object clause to change its
objective and goals.
A company that wants to change its
objective needs to alter the objective
clause. The directors of a company
need to publish the details of the
change in two newspapers. One in
the local language newspaper and
another in the English newspaper.

10. CONCEPT OF LIABILITY
CLAUSE
The liability of the shareholders to pay off their
debts is defined under the Liability Clause of the
MOA. At the time of Winding-up, all the
shareholders need to pay off the remaining
amount on the shares.
This clause also contains a statement that a
shareholder cannot be asked to pay more than
the remaining amount.
Further, alteration of the liability clause can only
be done by passing a special resolution. Such a
resolution needs to be filed with Registrar within
30 days.

11. PROCEDURE
FOR
ALTERATION
OF MOA
• Notice to Hold Board
Meeting
• Hold Board Meeting
• Issue Notice for
Extraordinary General
Meeting
• Hold EGM
• Filing of Forms with ROC

12. Conclusion
Alteration of MOA is not only tedious but a
back breaking task. Therefore, it is always
advised to consult professionals. At Swarit
Advisor, our experts will give you end-to-end
assistance in the process of alteration of MOA.

13. +91-9821399320
CONTACT US
ho@swaritadvisors.com
www.swaritadvisors.com
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