MOA Amendment

Amend Your Memorandum of Association (MOA) with Ease

As businesses evolve, updating the Memorandum of Association (MOA) becomes essential to reflect changes in operational, structural, or strategic goals. The MOA serves as your company’s foundational legal document, defining its scope, objectives, and operational boundaries.

At IndiaFilings, we offer expert guidance through every step of the amendment process. From understanding complex MOA clauses to ensuring full compliance with legal frameworks, our experienced team ensures a smooth and hassle-free amendment experience.

📑 Why Choose Us?

  • Expert legal advice
  • Seamless documentation process
  • Compliance with all regulatory requirements



    When Can an MOA Be Amended?

    A company’s Memorandum of Association (MOA) can be amended when there are changes that impact its foundational structure or operations. These changes typically relate to the key clauses of the MOA, which include:

    🔹 Name Clause – When the company changes its official name due to rebranding, mergers, or acquisitions.
    🔹 Situation Clause – If the company shifts its registered office to a different state or location.
    🔹 Object Clause – When the company wishes to expand, modify, or restrict the scope of its activities and business objectives.
    🔹 Liability Clause – If the company needs to alter the nature or extent of members’ liabilities.
    🔹 Capital Clause – In case of changes in the company’s authorized share capital or share structure.
    🔹 Subscription Clause – When there is an update in the subscriber’s information or shareholding pattern at the time of incorporation.

    Key Considerations for MOA Amendments and Adoption

    1. Capital Clause Alteration
    • Modifying the capital clause is only permissible if authorized by the Articles of Association (AOA).
    • Ensure any changes align with the provisions outlined in the AOA to maintain compliance.
    • A resolution must be filed with the Registrar of Companies (ROC) within 30 days of approval.
    • Amendments can limit the liability of directors but cannot alter shareholders’ liability.
    • If the company’s registered office changes, submit verification of the new address using Form INC-22 within 30 days of the amendment.
    • Companies limited by guarantee (or those without share capital) cannot extend profit-sharing rights to non-members through MOA amendments.

    Documents Required for MOA Amendment

    1. Revised MOA
    • A copy of the updated Memorandum of Association that reflects all the proposed changes.
    • A certified copy of the resolution passed at the Extraordinary General Meeting (EGM), officially approving the MOA amendments.
    • A detailed document providing explanations and justifications for the proposed amendments. This is shared with all company members along with the EGM notice.
    • A formal notice sent to all members of the company, informing them of the upcoming EGM and outlining the agenda, including the proposed amendments.
    • A mandatory form filed with the Registrar of Companies (ROC) to officially register the special resolution and record the MOA amendments.