Overview
The Memorandum of Association (MoA) defines the company’s relationship with the outside world (Name, State, Objectives, Capital), while the Articles of Association (AoA) dictates the internal rules and regulations (Shareholder rights, Director appointment). As a business evolves, it may need to pivot into new industries (Object Clause change), bring in new investor clauses, or remove restrictive internal rules. Any alteration to these foundational documents is a major legal event requiring shareholder approval via a Special Resolution and mandatory filing of Form MGT-14 with the ROC.
What is Included in Our Package
Detailed compliance and filing scope managed by JRC corporate experts.
Documents Required to Start
Upload digital files during onboarding. No physical submissions needed.
Current Documents
- Existing MoA and AoA
- Certificate of Incorporation
- Digital Signature (DSC) of the Authorized Director
Amendment Details
- Detailed brief on what specific clauses need to be added, removed, or modified (e.g., New business activities, new share transfer rules)
Step-by-Step Amendment Timeline
Our step-by-step advisory workflow.
Step 1: Drafting the Amendments
Our corporate lawyers meticulously draft the new clauses, ensuring they do not violate the Companies Act, 2013.
Step 2: Passing Special Resolution
An EGM is convened where 75% of the shareholders must vote in favor of the Special Resolution to adopt the new MoA/AoA.
Step 3: Filing MGT-14
Within 30 days of the EGM, we file Form MGT-14 on the MCA portal, attaching the resolutions and the newly drafted MoA/AoA.
Step 4: ROC Approval
The ROC reviews the new objects/clauses. Once approved, the altered MoA/AoA becomes legally binding on the company.
Key Advantages of Proper Amendment
Amending these documents ensures your new business activities are legally ultra vires (within power).
Pivot Business Activities Legally
If an IT company wants to start manufacturing garments, it cannot legally do so without amending the "Main Objects" clause in the MoA.
Investor Alignment
Venture Capitalists require specific clauses (like veto rights, anti-dilution, board seats) to be officially inserted into the AoA before funding.
Legal Protection
Any action taken by the company that is not authorized by the MoA is considered void and holds the directors personally liable.
Frequently Asked Questions
Helpful answers to common regulatory inquiries.
Can the ROC reject an Object Clause change?▼
Yes. If the new proposed business activity is illegal, requires specific regulatory approval (like banking or insurance), or contradicts the company name, the ROC can reject the amendment.
What happens if we don’t file MGT-14?▼
Failure to file MGT-14 within 30 days renders the Special Resolution void. Furthermore, heavy late fees are levied, and directors can face penalties.
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