Alteration in MOA/AOA

Alteration of a company's MOA or AOA — objects, capital, registered-office State or Articles — with resolutions, MGT-14 and ROC filings.

Estimate Cost: ₹4,000 – ₹20,000
Typical duration: 15 days

Service overview

Alteration of the Memorandum of Association (MOA) or Articles of Association (AOA) is the statutory process required when a company modifies its core operational parameters, legal scope, authorised capital, corporate name, or internal governance framework
Because your MOA defines your legal boundaries with the outside world and your AOA governs internal management, any structural pivot requires strict adherence to Companies Act procedures and Registrar of Companies (ROC) approvals

Who needs it? / When is it needed?

Companies expanding into new line of business or altering primary object clauses.
Businesses raising equity capital requiring an increase in authorised share capital.
Entities shifting registered offices across state jurisdictions or converting corporate structure (e.g., Private to Public).
Management teams introducing investor rights clauses, voting restrictions, or revised board rules.

What to expect from the WCP Professionals

Audit the Corporate Charter First: WCP professionals review your existing MOA and AOA line by line against your proposed business changes to ensure structural alignment and prevent regulatory conflicts.
Evaluate Downstream Impact: WCP professionals assess how altering your objects, capital, or rules triggers secondary compliance requirements—such as stamp duty spikes, creditor consents, or regional director approvals.
Draft Precision Legal Documents: WCP professionals draft tailored Board notices, Shareholders’ EGM notices, explanatory statements, and special resolutions rather than relying on generic templates.
Pre-empt ROC Rejections: WCP professionals verify that your proposed object clauses or capital increases strictly align with the Companies Act, 2013 and MCA guidelines before any electronic filing occurs.
File and Handle Requisitions: WCP professionals execute the MGT-14, SH-7, or INC-23 filings via active Class 3 DSCs and directly draft legally grounded responses to clear any CRC/ROC queries or resubmission notices.

Key deliverables

Comprehensive review report of existing MOA & AOA.
Custom-drafted Board Notice, Shareholders' Extraordinary General Meeting (EGM) Notice, and Explanatory Statements.
Certified copies of Special Resolutions passed.
Re-drafted, restated, and legally compliant MOA & AOA copies.
Official ROC Filing acknowledgements and updated charter certificates

Standard turnaround time

Capital or simple Articles alteration: 5 to 10 working days.
Change of Object Clause: 10 to 20 working days.
Inter-State Registered Office shifting: 2 to 4 months (involving Regional Director approval).

Government fees, timelines & key outcomes

Government Fees: Calculated on MCA slabs based on increase in authorized capital and state stamp duties.
Timelines: Form MGT-14 must be submitted within 30 days of passing the Special Resolution.
Key Outcome: Legally binding, updated corporate charter on the official MCA register

Forms & filings involved

Form MGT-14: Filing of Special Resolutions with ROC.
Form SH-7: Notice of alteration of capital structure.
Form INC-23: Application for shifting registered office state-to-state.

Documents required

Existing MOA & AOA copies and Certificate of Incorporation.
Board Minutes and Shareholder Attendance Records.
Active Digital Signatures (DSC) of Directors.
Proof of new registered office address and Landlord NOC (if shifting)

What we need from you

Exact commercial description of proposed business changes.
Timely execution and signing of board resolutions.
Valid Digital Signatures (Class 3) for authorized directors.

Important conditions

Every alteration must be authorised by the company's own Articles and approved by special resolution; some also need Central Government or Regional Director approval.

An alteration takes effect only when the ROC registers it — not on the date the resolution is passed.

A company that has raised money from the public through a prospectus and still has unutilised funds must give dissenting shareholders an exit opportunity before changing its objects.

Additional information

Updating your MOA/AOA provides a prime opportunity to purge outdated clauses and align your corporate governance directly with modern institutional investor standards.

The estimated cost covers indicative professional fees only. Government fees, stamp duty and taxes are payable at actuals.

How it works

1. Raise a service enquiry describing your requirement.
2. A Relationship Manager reviews it and opens it for bidding.
3. Pay into escrow and assign the professional you select.
4. Track progress to completion, then accept and release payment.

Raise an enquiry for Alteration in MOA/AOA →

Frequently asked questions

How is the MOA altered?

By a special resolution of shareholders, filed with the ROC in MGT-14; capital changes also need SH-7, and some changes need further approval.

Can a company change its main objects?

Yes, by special resolution and MGT-14 filing; a company that has raised public money also has to give dissenting shareholders an exit.

What is the fee for increasing authorised capital?

An MCA fee in Form SH-7 based on the increase in capital, plus State stamp duty on the increase.

How long does shifting the registered office to another State take?

Often 2–4 months, as it needs Regional Director approval after publication and notice to stakeholders.

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