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Memorandum of Association is one of the charter documents of the Company which provides the basic details about the Company such as its name, state of registered office, objects for which it has been incorporated, etc. Pursuant to Section 2(56) of CA 2013- "memorandum" means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act;


The following are the main purposes of a Memorandum of Association: 

1.     To declare the reason for the company’s formation: The foremost purpose of a Memorandum of Association is to let the company’s members know why the company has been formed. 

2.     To let investors understand the company’s activities: It allows any person who is interested in investing in a company to know everything about its activities. 

3.     To let investors know the prospect of their investment: A Memorandum of Association is a public document, which means it can be read by anyone. So, with the help of the Memorandum of Association, prospective investors will know the exact purpose for which their investments may be used. 

4.     To assure the investors: The Memorandum of Association helps the existing investors in the company to stay assured that their investments are not used for any purpose for which they weren’t foretold.


Below are the steps required to be followed to bring forth any alteration in a Memorandum of Association.  


The first step to altering any clause of a Memorandum of Association is to convey to the Board of Directors (BoD) the proposal to make such an alteration. As mandated by Section 173 of the Act, the BoD must be intimated through a notice at least seven days prior to the actual board meeting. 

The notice must be accompanied by the details of the proposed alteration and a draft of the resolution.  


The second step in altering the Memorandum of Association involves the holding of the board meeting. The meeting witnesses the discussion of the need, pros and cons of the proposed alteration. Finally, if the BoD agrees to carry out such an alteration, the date, venue, and time for holding the general meeting are decided. Further, a director or someone else is authorized to furnish a notice to all the members of the company to participate in the general meeting.  


Next, the notice of the general meeting is sent to all the directors, members, and auditors of the company. As per Section 101 of the Act, the notice should be sent at least twenty-one days before the date of the actual general meeting. The notice may be sent either via electronic or physical means. The notice should specify the exact date, time, and place of the proposed meeting. Furthermore, it should contain a brief note of the business that is proposed to take place at the meeting. 



Firstly, on the day of the general meeting, the quorum for the meeting is checked. The quorum for a private company is a minimum of two (personally present.) In the case of a public company, the quorum is a minimum of five; however, it changes according to the number of members present in the meeting under Section 103 of the Act.   

Secondly, the presence of the auditor of the company is checked. In case he/ she is absent, a leave of absence may be granted. 

Finally, the proposed special resolution for altering the Memorandum of Association has been passed. A special resolution is said to be passed when it is favourably voted by at least three times the number of votes cast against it. The votes can be cast either in person, through a postal ballot, or by proxy.   


After passing the required resolution, various applications have to be filed with the RoC within 30 days from the date of passing the resolution. The applications vary from one clause to another, as discussed below. 


Section 13 of the Act deals with the alteration of the Memorandum of Association. The said Section states provisions for altering every type of clause of the Memorandum of Association, as discussed below. Please note that the steps discussed in the above-mentioned subheading are mandatory for making any change in the Memorandum of Association of a company; such a procedure has to be fulfilled no matter which clause’s alteration is proposed. Nevertheless, the following provisions need to be followed with regard to the respective clauses of a Memorandum of Association.  

All the forms mentioned below are available on the MCA portal.  


Sections 4, 13(2), 13(3), and 16 of the Act provide for the alteration in the Name Clause of a Memorandum of Association. A company that has passed a special resolution for the purpose can change its name by filing an application (Form INC 24) in the Reserve Unique Name (RUN) web portal service approved by the Ministry of Corporate Affairs (MCA). The RUN service can be availed only after log-in into the MCA portal

The MCA takes 2-3 days to approve the newly proposed name. It will send the name approval letter if the name is in accordance with Sections 4(2) to 4(5) of the Act. Under Section 13(2) of the Act, any change in a company’s name shall take effect only after it is expressly approved by the Central Government. Nevertheless, such approval is unnecessary in case the change is simply the addition or deletion of the word ‘Private’ when the company gets converted from one class of company to another. 

Once the name of the company is altered, the RoC will replace the old name with the newly altered name in the register of companies. After registering it, the RoC will issue a new certificate of incorporation with the altered name printed on it. The issue of the fresh certificate of incorporation marks the end of the company’s name change.  


Sections 12(4), 12(5), 13(4), 13(5), and 13(7) of the Act give the provisions as to the change in the registered office clause of a Memorandum of Association. For altering the registered office clause in case the registered office is to be shifted within the local limits of the same city, after passing a special resolution for the purpose, the company can file an application (Form INC 22)  with the RoC. 

In case the company wishes to shift the registered office from one city to another within the jurisdiction of the same RoC, it should file e-Form MGT-14 and INC-22 within 30 days of passing a special resolution.  

To shift its registered office from the jurisdiction of one RoC to another within the same state, the company can file e-Form MGT-14 within 30 days of passing a special resolution. Furthermore, it should file INC- 23 with the Regional Director, who may issue an order approving the change in registered office. Then, INC-28 should be filed by the company within 60 days of the RD’s order. Lastly, within 30 days of getting the approval under INC-28, the company should file INC 22. 

In the event a company wishes to shift its registered office from one state to another, it should file an application (Form MGT 14) within 30 days of passing a special resolution in this regard. Then, the company must file Form GNL 2, followed by INC 26 for advertising the proposed change in newspapers in vernacular language and English. Then, INC 23 is to be filed to get the approval of the RD; the RD’s approval order should then be filed with the RoCs of the respective states from and to where the change in the registered office is proposed. Finally, the approval of both the RoCs must be filed as INC 22 within 30 days. 


Under Section 13(9) of the Act, the Object Clause in the Memorandum of Association of any company can be altered by passing a special resolution in this regard. The said Section provides that any company that wishes to alter its Object Clause must pass a special resolution and get it approved by the RoC within 30 days of passing the resolution. For that, the company should file Form MGT 14, following which the RoC shall register such a proposed change and issue a certificate thereof.   


Sections 13 and 61 deal with the alteration of the share capital clause in a Memorandum of Association, provided the company’s Article of Association (AOA) permits it. Such an alteration may include the following;

v  Increase the authorized share capital of the company;

v  Increase or decrease the amount of each share;

v  Convert its fully paid-up shares into stock or vice versa, and

v  Cancellation of shares.


The alteration of the Share Capital Clause of a company requires the passing of an ordinary resolution at a general meeting in that regard. Within 30 days from passing the resolution, Form MGT 14 must be filed with the RoC, who shall then register the change in the Register of Companies. 


The Liability Clause in a Memorandum of Association can be altered by passing a special resolution in this regard. Within 30 days of passing the resolution, the company must file an application (Form MGT 14) with the RoC. 


The Subscription Clause in the Memorandum of Association cannot be altered throughout the life of the company. 


Generally, to alter any clause in a Memorandum of Association, the following documents are required to be sent along with the application filed under Section 13 of the Act; 

v  Copy of the Memorandum of Association along with the proposed changes;

v  A detailed report of the details of the board and general meetings in which the resolution allowing such an alteration was passed;

v  A certified copy of the resolution passed by the Board, and

v  The list of creditors and debenture holders, along with their names, addresses, debts, claims, or other liabilities due to them.



As discussed in this article, the alteration of a Memorandum of Association involves a complex process. The process witnesses lengthy discussions and brainstorming to ensure that the company’s growth is ensured without hurting the interests of the members. Section 13 of the Act provides flexibility to alter the contents of a Memorandum of Association; at the same time, restricts the company from doing major changes in the business without the members’ express consent. The doctrine of ultra vires plays an intrinsic role in balancing the interests of both the company and the investors. 

A Memorandum of Association is one of the most important documents that every member of the company must go through before investing in it. It decides the prospective relationship between them and the company. Hence, it is always advised to thoroughly read it before investing in any company. 

It is extremely important for every organization to have a set of rules and regulations for its smooth operation. In the case of Private Limited Companies or One Person Companies, these set of rules and regulations are known as Memorandum of Association (MoA) and Articles of Association (AoA), collectively, which form the basis of the company. While Articles of Association constitutes of bigger concerns about the company, the Memorandum of Association focuses on the smallest details.


Let’s take a closer look at what both MoA and AoA focus on, with regards to the company, its members and employees.



v  First Directors of Company.

v  Share Capital and Variation of Rights.

v  Transfer and Transmission of shares.

v  Annual General Meeting, Extraordinary General Meeting and Board Meeting, voting rights of the members in such meetings and provisions about veto power.

v  Details of First Subscribers.

v  Dividends and Reserve policies.

v  Details regarding Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer.

v  The closure of the company along with the conditions under which it can be dissolved are also discussed.

v  The Members of the Board are bound by a confidentiality clause as stated in the AoA, which means that no member can disclose the functioning of the company to an outsider.

v  Any amendment made in the Articles of Association can only be made in the above-mentioned clauses by informing the concerned Registrar of Companies about the change being made.

v  On the other hand, the Memorandum of Association consists of the following clauses –

v  Name of the company

v  State in which the company has its registered office

v  Objects of the company and matters considered important related to these objects

v  Liability of the Members in the company

v  Share capital of the company

v  All amendments made in the MoA should be with regards to the clauses stated above.

v  Now that you know what constitutes the MoA and AoA of the company and that both Memorandum of Association and Articles of Association can be changed, as per the requirement of the company, let’s talk a little bit about the process that is required to be followed to make amendments in either of the two.
A meeting is conducted by the Members of the Board to make changes in the AoA and MoA of the company. Even though both these documents can be altered in the same meeting, the process thereof might be different.

v  Process of Changing the Memorandum of Association of a Company –

v  As per Section 173(3) of the Companies Act, 2013, a notice will be issued for calling a Meeting of the Board of Directors, of the company to get the approval from the Directors, in order to make amendments in the MoA.

v  A date, place and time need to be fixed to hold an extraordinary general meeting or annual general meeting to get the approval from the shareholders of the company by passing a special resolution.

v  Hold the GM on the fixed date and pass the special resolution.

v  Once the special resolution is passed, our team will file Form MGT-14 within 30 days of passing the resolution along with the documents provided by you, which are stated below –

v  Our team of experts will file Form MGT-14 along with the documents provided by you with the concerned Registrar of Companies, who will verify the form and its attachments and approve the amendments made in the MoA.

v  After the amendments are approved by the RoC, the company will have to incorporate the changes in every copy of the Memorandum of Association.




v  A notice needs to be issued for conducting a Board Meeting at least 7 days prior to the meeting.

v  A special resolution is passed at the Board Meeting with the consent of the members for making changes in the Articles of Association.

v  Date, time and place should be fixed for holding a General Meeting and a Director needs to send the notice to all the members informing them about the same.

v  The quorum needs to be checked at the General Meeting, which will mean getting the approval of the members to change the clauses in the Articles of Association which will be stated in the special resolution thereon.

v  Form MGT-14 is filed with the RoC along with a certified true copy of the special resolution, explanatory statement, copy of the notice of the meeting sent to members and a copy of the altered Articles of Association within 30 days of passing the special resolution.

v  The Registrar of Companies will accordingly register the changes made in the AoA and issue a certificate which will be conclusive of the amendments made. The alteration will be complete and effective only when the RoC issues the certificate.

v  After the certificate has been issued by the RoC, the company will need to make the changes in every copy of the Articles of Association.

v  The Memorandum of Association and Articles of Association that is amended should be in accordance with the latest Companies Act, 2013. Moreover, after making changes in the AoA and MoA of the company, pursuant to Section 13 & 14 and other applicable provisions of the Companies Act, 2013 (including any amendment thereto and re-enactment thereof), the existing rules and regulations stated in the MoA and AoA should be replaced with new ones immediately in every copy that is already printed and in new copies which will be printed thereon.