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Home > GST > Help Center > Company MOA and AOA Change Last Updated: Dec 09th 2023

Company MOA and AOA Change - Explained

MOA means Memorandum of Association which is one of the incorporation document of the company. AOA means Articles of Association which means by-laws or rules and regulations which govern the management of its internal affairs and the conduct of its business.



Company MOA and AOA Change - Explained

Articles of Association (AOA), Memorandum of Association (MOA) may need to be changed from time to time, to represent latest objects, rights, duties of directors.


This document covers

  1. Contents of MOA
  2. Contents of AOA
  3. Change of MOA
  4. Procedure for change of MOA
  5. Change of AOA
  6. Process for change of AOA
  7. MCA Fees for filing MGT 14
  8. Additional Fee for belated filing of MGT 14

1. Contents of MOA

MOA consists of the following details

  1. Name of the company
  2. Address of Registered office
  3. Objects of the company
  4. Liability clause of the company
  5. Authorised Capital clause of the company

2. Contents of AOA

AOA consists of the following details

  1. Share capital and variation of rights
  2. Lien
  3. Calls on shares
  4. Transfer of shares
  5. Forfeiture of shares
  6. Alteration of capital
  7. Capitalisation of profits
  8. Buy-back of shares
  9. General meetings
  10. Proceedings at general meetings
  11. Adjournment of meeting
  12. Voting rights
  13. Proxy
  14. Board of Directors
  15. Proceedings of the Board
  16. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
  17. The Seal
  18. Dividends and Reserve
  19. Accounts
  20. Winding up
  21. Indemnity

3. Change of MOA

MOA can be altered in the following situations

  1. Change in Name of the company
  2. Change in Registered office address
  3. Change in Authorised Capital
  4. Change in Objects
  5. Nominee can be changed in case of OPC

4. Procedure for change of MOA

  1. Issue the notice of board meeting at least 7 days prior to the Board meeting.
  2. Held the Board meeting of directors and propose the changes to be done to MOA and fix the date, time and place of the general meeting.
  3. Issue the notice of Extraordinary general meeting (EGM) to all the members prior to 21 days to the date of EGM
  4. Pass Special Resolution in EGM and get approval from the members for change of MOA
  5. File the form with ROC within 30 days from passing the resolution. Copy of special resolution, copy of notice of EGM, Copy of MOA needs to be uploaded

5. Change of AOA

A company can alter its Articles of Association by way of addition, deletion, modification, substitution or in any other way.

6. Process for change of AOA

  1. Issue the notice of board meeting at least 7 days prior to the Board meeting.
  2. Held the Board meeting of directors and propose the changes to be done to AOA and fix the date, time and place of the general meeting.
  3. Issue the notice of Extraordinary general meeting (EGM) to all the members prior to 21 days to the date of EGM.
  4. Pass Special Resolution in EGM and get approval from the members for change of AOA.
  5. File MGT 17 and required form with ROC within 30 days from passing the resolution. Copy of special resolution, copy of notice of EGM, Copy of MOA and AOA needs to be uploaded.

7. MCA Fees for filing MGT 14

Every form which is filed with ROC will have Govt fee. The Government fee is as follows

  1. For Company not having share capital – Rs 200
  2. For Company having Share Capital
S.NoShare CapitalFee Applicable
1Less than Rs 1,00,000Rs 200
2Rs 1,00,000 to Rs 4,99,999Rs 300
3Rs 5,00,000 to Rs 24,99,999Rs 400
4Rs 25,00,000 to 99,99,999Rs 500
5Rs 1,00,00,000 or moreRs 600

8. Additional Fee for belated filing of MGT 14

If the form MGT 14 is not filed within due date, Additional fee will be levied by MCA as follows.

S.NoPeriod of delayAdditional Fee
1Up to 30 days2 times of normal fees
2More than 30 days and up to 60 days4 times of normal fees
3More than 60 days and up to 90 days6 times of normal fees
4More than 90 days and up to 180 days10 times of normal fees
5More than 180 days12 times of normal fees


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Disclaimer: This article provides an overview and general guidance, not exhaustive for brevity. Please refer Income Tax Act, GST Act, Companies Act and other tax compliance acts, Rules, and Notifications for details.