Alteration of the memorandum and articles.
The memorandum defines what a company is and what it may do. The articles govern how it runs. Neither can be changed by agreement between the directors — each clause has its own section, its own resolution, its own form and, in three cases, an approval from outside the company. Getting the clause right decides everything else.
Or call+91 98219 32683
One document is external. The other is internal.
The memorandum is the company's charter. It states the name, the state in which the registered office is situated, the objects, the liability of members and the capital. It faces outwards: third parties dealing with the company are entitled to rely on it. Because of that, the clauses are altered under Section 13 and some of them need approval beyond the shareholders — a change of name needs Central Government approval, and a shift of the registered office from one state to another needs the Regional Director's.
The articles are the internal rulebook — how board meetings run, how shares are transferred, what rights attach to a class, how directors are appointed. They are altered under Section 14 by special resolution, with far fewer external gates. The one significant exception is the conversion of a public company into a private company, which requires Central Government approval.
The mistake that costs the most is treating this as a single procedure. There is no such thing as "amending the MoA" — there is amending the object clause, or the capital clause, or the registered office clause, and each takes a different route. The capital clause needs only an ordinary resolution and an SH-7. The object clause needs a special resolution and an MGT-14. A state-to-state office move needs a special resolution, a newspaper advertisement, an application to the Regional Director and three further forms.
The second most common mistake is quieter. Section 15 requires every copy of the memorandum or articles issued after an alteration to carry that alteration, with a penalty for each copy issued without it. Companies file the form, then circulate the original document for years.
Which clause, which resolution, which form.
The whole exercise is decided here. Everything downstream follows from which row you are in.
| What is changing | Resolution | Approval and forms |
|---|---|---|
| Name clause | Special resolution | Name reserved first, then MGT-14 and INC-24 for Central Government approval; a fresh certificate of incorporation is issued — see change of company name |
| Object clause | Special resolution | MGT-14 within 30 days. Additional conditions apply where the company has unutilised money raised from the public |
| Registered office — within the same city or town | Board resolution | INC-22 within 30 days. No members' resolution required |
| Registered office — outside the city, same Registrar | Special resolution | MGT-14 and INC-22, each within 30 days |
| Registered office — to another state | Special resolution | Advertisement and notice to affected parties, application to the Regional Director in INC-23, then INC-28 and INC-22 once the order is obtained |
| Liability clause | Special resolution | MGT-14 within 30 days, with the members' consent that a change to liability requires |
| Capital clause | Ordinary resolution | SH-7 within 30 days — see increase in authorized capital |
| Articles — any provision | Special resolution | MGT-14 within 30 days, with the altered articles attached |
| Articles — conversion of a public company into a private company | Special resolution | Central Government approval in addition to the resolution, then the consequential filings |
| Entrenchment provisions | Unanimous agreement of all members in a private company; special resolution in a public company | Notice of the entrenchment provision given to the Registrar in the prescribed form |
The subscriber clause of the memorandum — the names of the original subscribers and the shares they took — is historical and is not altered. It records what happened at incorporation, and it stays as it is however far the shareholding subsequently moves.
Seven ways an alteration goes wrong.
MGT-14 was not filed within thirty days
The resolution is passed, the minutes are written, and the form is forgotten. Until MGT-14 is filed the alteration is not on the record, and late filing attracts additional fee and penalty. It is the most frequent single defect in company files, and it is purely a diary failure.
The wrong resolution was passed
An ordinary resolution where a special resolution was required is not a curable irregularity — the alteration simply has not been validly made. The confusion runs both ways: companies pass special resolutions for capital increases that need only an ordinary one, and ordinary resolutions for object changes that need a special one.
The explanatory statement was inadequate
A notice for special business has to carry a statement setting out the material facts, the nature of the concern or interest of the directors and their relatives, and anything else the members need in order to decide. A statement that repeats the resolution in different words does not satisfy that, and it undermines the resolution built on it.
Notice was short by a day
Twenty-one clear days means excluding both the day the notice is sent and the day of the meeting, with further days added for the mode of despatch. Notices calculated inclusively fall short, and a resolution passed at an invalidly convened meeting is exposed to challenge for as long as the company exists.
The documents were never reprinted
Section 15 requires every copy of the memorandum or articles issued after an alteration to include it, with a penalty for each copy issued without. Companies routinely file the form and then hand out the incorporation-dated document to banks and investors for years afterwards.
The articles are still a 1956 Act document
A great many companies incorporated before 2013 still operate on articles adopting the old Table A, full of provisions with no counterpart in the current Act. They are not void, but they are unreliable — and the first time a real question arises about board powers or share transfers, nobody can answer it from the document.
Entrenchment was agreed but never notified
Articles can be entrenched, so that specified provisions require a more restrictive procedure than a special resolution to change. In a private company that needs the agreement of all members, and notice of the entrenchment has to be given to the Registrar. An entrenchment clause inserted in a shareholders' agreement, and nowhere else, protects nothing.
What you receive.
From decision to reprinted document.
Set out for an object clause change — the most common alteration. Other clauses follow the same shape with different forms.
Identify the clause and the route
What is actually changing determines the resolution, the form and whether an outside approval is involved. This is settled before drafting, because the answer changes the timeline from three weeks to three months.
Draft the amendment
The new clause is drafted in full, in the form it will appear in the document, along with the resolution that adopts it. Where the articles are an old Table A adoption, this is usually the moment to replace them wholesale rather than amend one clause inside an obsolete framework.
Board meeting and notice
The board approves the proposed alteration and calls the general meeting. The notice goes out with the explanatory statement setting out the material facts and the interest of directors, on twenty-one clear days or on shorter notice validly consented to.
General meeting
The special resolution is passed and minuted, with the attendance, quorum and voting recorded properly. Where a class of shareholders is affected, their separate consent is obtained rather than assumed.
File within thirty days
MGT-14 is filed with the certified resolution, the explanatory statement and the altered memorandum or articles. Any clause-specific form goes with it, and where an approval is required the application is made and represented until the order is obtained.
Reprint and update downstream
The memorandum and articles are reissued carrying the alteration, the statutory registers are updated, and you get a list of everything else that references the changed clause — bank mandates, licences, GST records, leases and contracts.
Four things to start.
The documents as they stand
Not the incorporation set — the current version, including every alteration since.
- Memorandum and articles in force today
- Every MGT-14, SH-7 or INC form filed previously
- Certificate of incorporation and CIN
What you want to change, and why
The commercial objective, not the clause number. The right clause is often not the one people assume.
- The outcome you need, in plain terms
- Any deadline driving it — a lender, an investor, a tender
- Whether an investor or agreement is requiring it
The current structure
Who has to be given notice, who has to vote, and whether any class right is engaged.
- Shareholding pattern, with classes of shares
- Directors, with DIN and DSC status
- Any shareholders' agreement affecting the articles
Anything already done
Half-completed alterations are common and shape the sequence from here.
- Resolutions passed but never filed
- Alterations filed but never reprinted
- Articles still adopting Table A of the 1956 Act
What prompts this in Goa.
A trading or construction company adding rooms, food and beverage or events is entering a differently licensed business. The object clause has to cover it before the licence applications go in, because a licence sought against an object that does not authorise the activity gets queried.
Within Panaji is a board matter and INC-22. Panaji to Margao stays with the same Registrar but needs a special resolution. Goa to Maharashtra is a Regional Director application with advertisement and notice to affected parties — a different exercise altogether.
Term sheets routinely require affirmative vote rights, board composition, anti-dilution and transfer restrictions to be written into the articles rather than left in the shareholders' agreement, so that they bind the company. That is an alteration of the articles, and it is a condition precedent to closing.
Family companies incorporated in the 1990s are frequently still running on articles adopting Table A of the 1956 Act. Replacing them is cheaper than amending them clause by clause, and it removes a whole category of arguments about what the company may and may not do.
The alteration is the beginning, not the end. GST records, bank mandates, tourism and food licences, leases, insurance and vendor contracts all carry the old clause and have to be updated behind it.
Usually needed alongside this.
Altering the MoA and AoA, answered.
What is the difference between the MoA and the AoA?
The memorandum is the company's charter and faces outwards. It states the name, the state of the registered office, the objects, the liability of members and the capital. Third parties dealing with the company are entitled to rely on it.
The articles are the internal rulebook — how meetings are run, how directors are appointed, how shares are transferred, what rights attach to each class. They bind the company and its members between themselves. Where the two conflict, the memorandum prevails.
What resolution is required to alter the MoA or AoA?
A special resolution for almost everything — the object clause, the name clause, the liability clause, a change of registered office beyond the same city, and any alteration of the articles.
The exception is the capital clause, where an increase in authorized capital needs only an ordinary resolution, provided the articles authorise the increase. A shift of registered office within the same city or town needs no members' resolution at all — a board resolution and INC-22 are enough.
Which form is filed, and within how long?
MGT-14 within thirty days of passing the special resolution, with the certified resolution, the explanatory statement and the altered document attached. That is the constant.
What varies is what goes with it: INC-24 for a change of name, INC-22 for a change of registered office, INC-23 and then INC-28 where a Regional Director order is required, and SH-7 for the capital clause. Missing the thirty-day window attracts additional fee and penalty on the company and every officer in default.
Can the object clause be changed freely?
For most companies, yes — a special resolution and MGT-14, with no external approval.
The significant exception applies to a company that has raised money from the public through a prospectus and still holds unutilised amounts. There, changing the objects triggers further conditions, including publication of the change and an exit offer to dissenting shareholders. Separately, the new object still has to be lawful and consistent with the company's name, so an object change and a name change often travel together.
How do we change the registered office?
It depends entirely on how far it moves:
- Within the same city, town or village — board resolution and INC-22 within 30 days
- Outside the city but under the same Registrar — special resolution, MGT-14 and INC-22
- From one Registrar to another within the same state — special resolution plus Regional Director approval, then the consequential filings
- From one state to another — special resolution, advertisement, notice to creditors, debenture holders and the regulators concerned, application in INC-23, then INC-28 and INC-22 once the order is made
Only the last of these is genuinely a project. The first is a fortnight's work.
What are entrenchment provisions?
Provisions in the articles that can only be altered by a procedure more restrictive than a special resolution — unanimity, for instance, or the affirmative consent of a named shareholder.
They are agreed at incorporation or later, and in a private company a later entrenchment requires the agreement of all the members. Notice of the entrenchment must be given to the Registrar in the prescribed manner. This matters to investors: a protection written only into a shareholders' agreement binds the parties to that agreement, while an entrenched article binds the company itself.
Do we have to reprint the memorandum and articles?
Yes, and this is the most commonly ignored requirement on the page. Section 15 requires every copy of the memorandum or articles issued after an alteration to carry that alteration, with a penalty for each copy issued without it, on the company and on every officer in default.
In practice that means maintaining one clean consolidated version and using it — not the incorporation-dated PDF that circulates to banks and investors for a decade after the clause it contains stopped being accurate.
Our articles are from before 2013. Should we replace them?
Usually yes. Articles adopting Table A of the Companies Act 1956 remain in force, but they are drafted against a statute that no longer applies, and they carry provisions with no counterpart in the current Act.
Replacing the entire set by a single special resolution is generally cheaper and cleaner than amending clause by clause, and it removes a recurring source of uncertainty about board powers, share transfers and meeting procedure. It is also almost always required before an institutional investor will complete.
Can a public company become a private company by altering its articles?
Only with approval from outside the company. Conversion of a public company into a private company requires a special resolution and the approval of the Central Government, which is exercised through the Regional Director. The application is heard, and objections from creditors and members can be raised.
Conversion the other way — private to public — is a members' matter without that approval, but it brings a substantially heavier compliance regime with it. Either direction is a change in structure rather than a simple document amendment.
How long does an alteration take?
Three to four weeks for a straightforward alteration on full notice, or around ten days where all members consent to shorter notice. That covers drafting, the board meeting, the general meeting and the filing.
Where an outside approval is involved — a change of name, a state-to-state office shift, or a conversion — add the time the application itself takes, which is measured in months rather than weeks and is not within the company's control.
Send the current MoA and AoA and what you need to change.
Describe the outcome in plain terms rather than naming a clause — the right clause is often not the one people expect. You will get the route, the resolution required and the timetable back the same day.