The MOA and AOA are supreme legal document that are the basis of the company’s

constitution. The Memorandum of Association (MOA) and Articles of Association (AOA)

define a company’s scope of activity, objectives, rules and regulation for internal
management and relationship with the outside world.
Articles of Association (AOA) is a document containing all the rules and regulations of the
company and defines the duties, powers, rights and liabilities of persons associated with
the organisation. AOA is the subordinate document to the MOA of the company and the
Companies Act, 2013 and Any provision in the AOA that contradicts the MOA and the
Companies Act, 2013 is considered as null and void.
MOA Defines the company’s constitution, powers, objectives for which it is formed, and
constraints of the organisation. and its relationship with the outside world. It is the
foundation of the company’s structure. It is termed as the charter of a company. the
Company cannot do anything which is against that is mentioned in the MOA.

ALTERATION OF ARTICLES OF ASSOCIATION OF A COMPANY

Company intended to make any alteration in the Article of Association (AOA), will have
to comply with the provisions of Section- 14 of Companies Act, 2013, applicable rules and
the conditions contained in its memorandum.
A company can alter its articles in any of the following manners:
i. by adoption of new articles;
ii. by addition of a new set of articles;
iii. by deletion of an article;
iv. by amendment of an article; or
v. by substitution of an article.
Every change made in the articles of a company need to be noted in each and every copy
of the memorandum or articles of the company.

Procedure for Alteration of Article of Association of the company

A company which proposes to alter its articles of association has to follow below mention
steps:
1. Convene and hold a Board Meetings to (As per section 173 and SS-1)
i. Consider and approve which of the articles are to be altered and pass resolution
in this respect.
ii. Fix date, time and location for holding a general meeting of the company
iii. Approve notice, agenda and explanatory statement of the general meeting
 iv. Authorize the Company Secretary or any other officer of the company to issue
notice of the general meeting

2. Issue notice of the general meeting

Issue notice of the general meeting along with the explanatory statement, to all the
members, directors and the auditor of the company.
Notice of General Meetings need to be given at least clear 21 days before the actual date
of General Meetings. General Meeting can be called on Shorter Notice with the consent
of at least majority in number and 95 % of the paid-up share capital of the company.
3. Convene and hold General Meeting to (Section 101)
 Pass special resolution for approval of Alteration in AOA
 Authorise any Director of company to file e- form MGT-14
4. Filing of Form MGT-14 with ROC
Company needs to file e-Form MGT-14 with ROC within 30 days from date of passing
Special Resolution at General Meeting along with fees as prescribed in The Companies
(Registration offices and fees) Rules, 2014 and with following attachment:
 certified copy of the special resolution and the explanatory statement annexed
to the notice
 Copy of the Notice of meeting all the annexure
 copy of the Proposed Articles of Association

The e-Form MGT-14 is digitally signed either by the Director/ Manager/Company

Secretary/CEO/CFO of the company.
The form will be processed in non-STP mode for Alteration of Articles

5. Make necessary changes in each and every copy of the articles of association of the
company

EFFECT OF ALTERATION OF ARTICLES:

 All members of the company shall be bound by a valid alteration whether they
voted for or against it.
 Articles cannot be altered inconsistent with any statute or general law or to
defeat the provisions of any law.
 Stringent provisions can also be made in the Articles of the company such as if
Act provides that an ordinary resolution for transacting a particular business,
the articles can provide for a special resolution.
 power of alteration can be exercised only in good faith and in the interests of
the company.
ALTERATION OF MEMORANDUM OF ASSOCIATION OF A COMPANY
Company intended to make any alteration in the Memorandum of Association (MOA), will
have to comply with the provisions of Section- 13 of Companies Act, 2013 and other
Applicable provision of the Act and applicable rules.
The Memorandum of Association (MOA) has the following Clause in it:

1. Name Clause – Name of the Company

2. Registered Office Clause – Registered office address
3. Object Clause –objectives and Business of the Company
4. Subscription Clause: – Information relating first shareholders and number of
shares allocated to each of them
5. The Capital Clause – Authorised capital of the company
6. The Liability Clause – Clause State the liability of each member

Company may alter its MOA by way of alteration in above clause of Memorandum of
Association.

CHANGE OF NAME OF A COMPANY

company may change its name by special resolution and with the approval of the Central
Government. The power of the Central Government under Section 13(2) has been
delegated to Registrar of Companies. However, the addition or deletion of the word
“Private” in the of the company, consequent upon conversion of any one class of
Companies to another class, no such approval of Central Government is required.

Condition for change of name of the company:

 company has to filed annual returns or financial statements which are due for filing
with the Registrar
 company has not failed to pay matured deposits and interest thereon
 company has not made defraud in repayment of debentures or interest thereon

Steps for alteration in Name Clause of MOA

i. Hold Board Meetings after giving notice to all the directors of company at least 7
days before the date of Board Meeting and pass Board Resolution for selection of
Names.

ii. File form RUN with ROC for approval of name along with copy of Board
Resolution and along with Government fees of RS. 1000. once the name get
approved valid for 20 days from the date of approval.

iii. Notice of EGM shall be given at least 21 days before the actual date of EGM All
the Directors, Members and Auditors of Company
 iv. Hold General Meetings and pass special resolution for Approval of Alteration in
MOA.

v. File Form MGT-14 with the Registrar along with the requisite fees within 30 days
from the date of passing the special resolution, along with following documents:
 certified copy of the special resolution and the explanatory statement annexed
to the notice
 Copy of the Notice of meeting along with all the annexure
 copy of the Proposed Articles of Association and Memorandum of Association
of the company.

vi. After filing form MGT-14, company shall file Form INC – 24 with ROC within
30 days of passing of Special Resolution, along with following documents
 Altered in MOA & AOA.
 Minutes of General Meeting
 Certified True Copy of Special Resolution
 Notice along with Explanatory Statements
The e-Form INC-24 is digitally signed either by the Director/ Manager/Company
Secretary/CEO/CFO of the company. The form will be processed by Registrar of
Companies in non-STP mode.

vii. After completing all Procedure Registrar will issue a New Certificate of
Incorporation (COI)

CHANGE OF OBJECTS OF A COMPANY

A company may change its objects as mentioned in its Memorandum of Association by
passing special resolution at General Meetings of the company and If Company have more
than 200 members are, required to pass special resolution by way of postal ballot.
Company needs to file form MGT-14 with ROC within 30 days from the date of passing
special resolution. The change in objects of the company shall be effective only on
registration of special resolution.

CHANGE OF CAPITAL CLAUSE OF A COMPANY

Capital Clause specifies maximum capital that that company is permitted to raise and no
company can raise capital that is higher than the amount specified in MOA.
According to Section 61(1), a limited company having a share capital may, alter its capital
clause in following way:
 By increase its authorised share capital
 By consolidate and divide all or any of its share capital
  By convert its fully paid-up shares into stock, and reconvert that stock into fully
paid-up shares
 By sub-divide its shares,
 By cancel shares which have not been taken by any person and it’s shall not be
deemed to be a reduction of share capital.

Steps for alteration in Capital Clause of MOA

i. The company has to ensure that articles of association empower to increase its
authorised share capital. If there is no such provision, then the company has to
amend for its articles of association.
ii. Hold Board Meetings after giving notice to all the directors of company at least 7
days before the date of Board Meeting and pass Board Resolution for altering the
Capital Clause.
iii. Issue notice of the general meeting to all members, directors and the auditors of the
company.
iv. Hold the general meeting and pass special resolution for altering share capital of the
company
v. File Form MGT-14 with the Registrar along with the requisite fees within 30 days
from the date of passing the special resolution along with certified copy of special
resolution and altered of MOA.
vi. After filing form MGT-14, company shall file Form SH-7 with ROC within 30 days
of passing of Special Resolution, along with following documents:
 Copy of the resolution for alteration of capital
 Copy of order of Central Government
 Altered memorandum of association
 Altered articles of association

vii. Make changes in the capital clause in all the copies of the memorandum and articles
of association of the company.

Q. Can we get copy AOA and MOA of the company?

Yes, you can get copy AOA and MOA from MCA portal. It is post login services of MCA,
so that first you register MCA website, then click MCA services< Document related
Services < Get certified copy.

Q. Can subscription clause of MOA be changed?

No, subscription clause of MOA cannot be changed. Names of subscribers to the MOA
cannot be changed because they were promoters of the company.
Q. What is meaning of the doctrine of ultra vires?
The word Ultra Vires means “beyond the powers of”. The MOA of the company defines
the object for which the company is established. An act of the company cannot be beyond
the object clause else it will be ultra vires. It cannot be resolved even if the shareholders
pass a special resolution with the majority of the votes.
Q. What is different between MOA and AOA?
MOA describes the powers and objects of the Company and relationship with the outside
world, whereas, AOA defines the rules and regulations of the company and the duties,
powers, rights and liabilities of persons associated with the organisation.
Q. When alteration of MOA and AOA required?
Alteration in MOA and AOA of the is required only when their clauses are being changed.
Company can alter its AOA and MOA by way of addition, deletion, modification,
substitution of clause.
Q. Which are the main clauses of Memorandum of Association?
The memorandum of association contains a name clause, registered office clause, objects
clause, liability clause, capital clause and subscription clause.