Alteration of Memorandum of Association, Memorandum of Association

Memorandum of Association of a company comprises of the constitutions of the company with the range of authorisation of activities of the company. The MOA also defines the company’s relationship with the members of the company interest and establishes the relationship of the company with the members.

The company which has the intention to alter its memorandum of Association it must pursuant with the provisions of section 13 of companies Act, 2013.

The company can alter its Memorandum of Association by altering its Clause. The clauses of memorandum are:

  • Name Clause
  • Object Clause
  • Capital clause
  • Registered office Clause
  • Liability Clause
  • Subscription clause

The process of Alteration in Memorandum of Association:

Step 1: Conveying Board Meeting of the Directors: (section 173 and SS-1)

  • Call for the Board Meeting by issuing a notice to all the directors of the company at least 7 days before the date of board meeting to be held
  • Agenda of the meeting should be attached with the notice
  • Explanation of the Agenda must be attached
  • Resolution to be made should be drafted.

Step 2: Board Meeting should be Held (section 173 and SS-1)

  • In the Board Meeting the Drafter Resolution on behalf of the Alteration of Memorandum must be passed.
  • The Proposed resolution should be approved by the Directors and special Resolution should be made on recommending the proposal for members.
  • The date, time and the place of the general meeting ti be conducted should be fixed and a Director or a company secretary should be assigned to send the notice of call to the members.

Step 3: Issuing Notice of General Meeting: (section 101)

The notice of Extraordinary general meeting should be given at least 21 days before the actual date fixed for EGM to be conducted.

The notice must specify the Date, Time and venue of the meeting to be conducted and the statement of the business to be transacted at the EGM. Extraordinary General Meeting can be called on notice with the consent of at least majority in number and ninety five percent of such part of the paid-up share capital of the company giving a right to vote in meeting:

  • All the Directors.
  • Members
  • Auditors of Company

Step 4: Conduct the Extra-ordinary General meeting (section 101)

 The EGM must be conducted on the date, time and venue mentioned on the notice and the Consent for the special Resolution approving changes to the Memorandum of association object clause of the company by conducting a Ballot.

Step 5: Passing Special Resolution (section 114(2)) 

The special resolution must be passed as per the decision taken by means of ballot in the Extra-ordinary General meeting.


Step 6: ROC form Filing (section 117)

 The Form MGT-14 must be filed with the Registrar of the companies along with the documents and prescribed fee within 30 days of passing the Special Resolution.

The documents to be attached are,

  • Certified copy of special resolution
  • Notice of EGM
  • Altered Memorandum of Association

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