Alteration of MOA Services
                     ALTERATION OF 
MOA SERVICES
Guiding the working of Companies in India

MEMORANDUM OF 
ASSOCIATION (MOA): 
DEFINED
A Memorandum of Association (MOA) is a legal 
document prepared in the formation and 
registration process of a limited liability company 
to define its relationship with shareholders. 
The MOA is accessible to the public and describes 
the company’s name, physical address of 
registered office, names of shareholders and the 
distribution of shares.
MOA INCLUSIONS: 6 
PARTICULARS WHICH MAKES 
MOA COMPLETE
Name Object Capital 
Clause Clause Clause
Registered Liability Subscriptio
Office Clause n Clause
Clause
NAME CLAUSE
The name clause requires you to state the legal 
and recognized name of the company. You are 
allowed to register a company name only if it does 
not bear any similarities with the name of an 
existing company. 
Your company name must end with the word 
“limited” because the preparation of an MOA is a 
legal requirement for limited liability companies 
only.
REGISTERED OFFICE 
CLAUSE
 The registered office clause requires 
you to show the physical location of the 
registered office of the company. 
 You are required to keep all the 
company registers in this office in 
addition to using the office in handling 
all the outgoing and incoming 
communication correspondence. 
 You must establish a registered office 
prior to commencing business 
activities.
OBJECT CLAUSE
 The objective clause requires you to 
summarize the main objectives for 
establishing the company with reference 
to the requirements for shareholding and 
use of financial resources. 
 You also need to state ancillary 
objectives; that is, those objectives that 
are required to facilitate the 
achievement of the main objectives. 
 The objectives should be free of any 
provisions or declarations that 
contravene laws or public good.

LIABILITY CLAUSE
 The liability clause requires you to 
state the extent to which 
shareholders of the company are 
liable to the debt obligations of the 
company in the event of the 
company dissolving. 
 You should show that shareholders 
are liable only their shareholding 
and/or to their commitment to 
contribute to the dissolution costs 
upon liquidation of a company 
limited by guarantee.
CAPITAL CLAUSE
The capital clause requires 
you to state the company’s 
authorized share capital, the 
different categories of shares 
and the nominal value (the 
minimum value per share) of 
the shares. 
You are also required to list 
the company’s assets under 
this clause.
SUBSCRIPTION OR 
ASSOCIATION CLAUSE
PROVISIONS RELATING TO 
ALTERATION OF MOA OF A 
COMPANY
Alteration in 
Name 
Clause
Alteration in Alteration in 
Subscriptio Registered 
n Clause Office Clause
Section-13 of 
Companies 
Act, 2013
Alteration in Alteration in 
Capital Object 
Clause Clause
Alteration in 
Liability 
Clause

ALTERATION OF NAME CLAUSE IN 
MEMORANDUM OF ASSOCIATION
 A company may by passing a special resolution alter is name 
with the approval of the Central Government. If the alteration 
involves change of the name to private limited or public 
limited, permission of Central Government is not required.
 In case a company has been registered with a name which 
resembles a name of an existing company, the Central 
Government may ask it to change its name. In such case 
ordinary resolution is sufficient.
 The intimation of name change should be given to the 
Registrar who will issue a fresh certificate of incorporation. 
Alteration of Situation clause
ALTERATION IN REGISTERED 
OFFICE CLAUSE IN MOA OF 
COMPANY
 In case registered office has to be shifted 
within the same city, town or village, a 
notice has to given to the Registrar within 
thirty day of the change.
 In case registered office has to be shifted 
from one town to another town or one 
village to another village, a special 
resolution has to be passed.
 In case, registered office has to be shifted 
from one State to another State, a special 
resolution has to be passed and approval 
from the Company Law Board has to be 
obtained by the company. The altered 
memorandum should be filed with the 
Registrar of the State from which the 
company is shifting and also to the Registrar 
of the State to which the company is shifted.
 ALTERATION OF OBJECTS CLAUSE IN 
MEMORANDUM OF ASSOCIATION
 A company can alter its object clause by passing a special resolution and 
the same could be accounted for the following reasons: 
For carrying on some 
For carrying its For obtaining the main business, which may 
business more business of the For enlarging or 
economically and company by new and changing the local 
be conveniently or 
advantageously 
efficiently improved means area of operations combined with the 
existing business
For abandoning any of For selling the whole For amalgamating 
the objects specified or any part of the with any other 
in the memorandum undertaking company
ALTERATION OF LIABILITY CLAUSE IN 
MEMORANDUM OF ASSOCIATION
The liability clause 
can be altered only 
when a public 
company is 
converted to a 
private company.
ALTERATION OF CAPITAL CLAUSE IN 
MEMORANDUM OF ASSOCIATION
 A company can alter its capital clause 
by passing an ordinary resolution in a 
general meeting. Alteration of capital 
may relate to:
 Sub division of shares
 consolidation of shares
 conversion of shares into stock and 
cancellation of unsubscribed capital.
 Within thirty days of passing a 
resolution, the altered Articles and 
Memorandum have to be submitted to 
the Registrar.
ALTERATION OF SUBSCRIPTION CLAUSE 
IN MEMORANDUM OF ASSOCIATION
STEPS IN ALTERATION OF 
MEMORANDUM OF 
•  Convey BoAardS MSeeOtingC ofI DAirTectIoOrs: N(As per section 173 
STEP – I and SS-1)
• Held Board Meeting: (As per section 173 and SS-1)
STEP – II 
• Issue Notice of General Meeting: (Section 101)
STEP – III 
•
STEP – Hold General Meeting: (Section 101)
IV 
• Filing of form with ROC: (Section 117)
STEP – V

FAQ’S
 Whether Stamp Duty required to pain on Alteration in 
Memorandum of 
Association (MOA)?
The Act does not contemplate new memorandum of association, and 
where it purports to be so, it is nothing more than a special resolution and 
as such does not require to be stamped.
 Whether Company can alter its ‘Subscription Clause’?
A Company in its life spam can’t alter the ‘Subscription Clause’ or can’t 
alter the ‘Subscriber Sheet’. Subscriber Sheet use at the time of 
Incorporation of Company shall be used for the life span of the Company.