A company decides to add a new line of business and finds its object clause does not cover it, so every contract in the new activity sits on shaky ground until the MOA is altered. Another rebrands and starts using the new name on invoices before the fresh Certificate of Incorporation issues, creating a mismatch across its records. Both are avoidable, and both come from the same error: acting on a change before the Registrar has registered it.
Most alterations to the Memorandum or Articles need a special resolution and Form MGT-14 within 30 days, and the change takes effect only once the Registrar registers it.
The bottom line
Default: most MOA and AOA alterations need a special resolution, meaning 75%, plus MGT-14 within 30 days.
Name change: also needs a RUN name check and Central Government approval through INC-24, with a fresh Certificate of Incorporation in INC-25. It is effective from the date of that certificate.
One exception: increasing authorised capital needs only an ordinary resolution and Form SH-7, not MGT-14.
What each document governs
The Memorandum is the company's charter: its name, the state of its registered office, its objects, and its liability and capital clauses. Section 13 governs its alteration.
The Articles are the internal governance rulebook: director appointments, meetings, share transfers. Section 14 governs their alteration.
Both, as a rule, require a special resolution.
The default route
Under Sections 13 and 14 with Section 117, the standard sequence runs:
- Board meeting to approve the alteration and call a general meeting.
- General meeting to pass a special resolution, 75% of votes cast.
- File MGT-14 with the Registrar within 30 days of the resolution, attaching the resolution, the notice and explanatory statement, and the altered MOA or AOA.
- Sign each page of the altered document, with a footnote noting the resolution date.
The point that catches people: an alteration is not effective until the Registrar registers it. The resolution is a step towards the change, not the change itself.
Changing the name
A name change needs the Central Government's approval, under Section 13(2) and Rule 29 of the Companies (Incorporation) Rules, 2014.
- Check availability through RUN, Reserve Unique Name, on the MCA portal, at ₹1,000.
- Pass a special resolution and file MGT-14 within 30 days.
- File INC-24, the application for approval of the name change. This comes after MGT-14, because INC-24 needs its SRN.
- On approval the Registrar issues a fresh Certificate of Incorporation in INC-25 carrying the new name.
The change takes effect from the date of the new certificate, not the date of the resolution. Putting the new name on invoices, contracts or signage before then creates a records mismatch that surfaces later in an audit or in diligence. Once the certificate issues, update PAN and TAN, GST, bank accounts and stationery.
Changing the objects
Altering the object clause, under Section 13(1), to add or change business activities needs a special resolution and MGT-14 with the altered MOA.
Keeping the objects current is not housekeeping. A company cannot reliably contract in an activity its MOA does not authorise, so the clause should be updated before the business enters a genuinely new line, not after the first contract is signed.
The limits on altering articles
The power to alter articles under Section 14 is not unlimited. An alteration must not contradict the MOA, must not violate the Act or any other law, must not be oppressive to minority shareholders, and must be bona fide for the company's benefit. It cannot be a vehicle for fraud.
Companies can also entrench specific provisions under Section 5(3), making them changeable only by a more restrictive procedure than a special resolution. Entrenchment requires the agreement of all members in a private company, or a special resolution in a public company.
What late filing costs
Under Section 117(2), failing to file MGT-14 in time makes the company liable to ₹10,000 plus ₹100 a day up to ₹2 lakh, and every officer in default to ₹10,000 plus ₹100 a day up to ₹50,000.
The alteration also does not take effect until registered, so a missed filing leaves the change in limbo — the company has resolved to do something and legally has not done it.
Common mistakes
- Acting on the change before the Registrar registers it.
- Using the new name early. It is effective only from the fresh Certificate of Incorporation.
- Filing INC-24 before MGT-14, when INC-24 needs the MGT-14 SRN.
- Treating a capital clause increase like other alterations. That needs only an ordinary resolution and SH-7.
- Altering articles in a way that is oppressive or contradicts the MOA. Such alterations can be struck down.
A working routine
- Identify which clause is being altered: name, objects, capital, registered office, or the Articles.
- Pass the appropriate resolution — special, except for a capital increase, which is ordinary.
- File MGT-14 within 30 days with the altered MOA or AOA attached.
- For a name change, run RUN, then MGT-14, then INC-24, then collect the fresh certificate.
- Sign each page of the altered document with the footnote, and keep it on record.
- Treat the change as effective only on registration, then update every downstream record.
Frequently asked questions
What is needed to alter the MOA or AOA? Generally a special resolution at 75% and Form MGT-14 within 30 days, with the altered document attached.
Does a name change need government approval? Yes, Central Government approval through INC-24, after a RUN check and MGT-14, with a fresh Certificate of Incorporation.
When does a name change take effect? From the date of the new Certificate of Incorporation, not the resolution date.
Is there any alteration that does not need a special resolution? Yes. Increasing authorised capital needs only an ordinary resolution and Form SH-7.
Can articles be altered freely? No. An alteration cannot contradict the MOA or the Act, be oppressive to minorities, or be made in bad faith, and some provisions may be entrenched.
We signed contracts under an object clause that did not cover the activity. What now? Alter the clause, and take advice on the contracts already signed. The exposure depends on the counterparty and what was performed.
Primary sources
- Sections 13, 14, 5(3) and 117, Companies Act, 2013
- Rules 29 and 33, Companies (Incorporation) Rules, 2014; Forms MGT-14, INC-24, INC-25 and SH-7