What the MoA and AoA are, and how each is altered
The memorandum sets out the company's name, the state of its registered office, its objects and its capital. The articles set the internal rules. An alteration of the articles is made under section 14 and an alteration of the memorandum under section 13, both by special resolution, and the resolution is filed in MGT-14 within 30 days of being passed.
Three clauses need more: a name change needs the Central Government's approval in INC-24 and a fresh certificate of incorporation, a move of the registered office to another state needs the Regional Director's approval in INC-23, and an increase in authorised capital is filed in SH-7.
| Term | What it means |
|---|---|
| Memorandum of association | The charter that sets the company's name, the state of its registered office, its objects, its liability and its authorised capital. |
| Articles of association | The internal rulebook: meetings, voting, share transfers, board powers and borrowing. |
| Form MGT-14 | The form that files a special resolution and the altered memorandum or articles with the ROC, within 30 days of the resolution (section 117). |
Which clause are you changing?
Start from the clause, not from the form. This table is the whole decision.
| What you are changing | Section | Resolution | Form and deadline | Extra approval |
|---|---|---|---|---|
| Any article (adoption of new articles, transfer restrictions, quorum, borrowing powers) | 14 | Special resolution | MGT-14 within 30 days | None |
| Object clause of the memorandum | 13 | Special resolution | MGT-14 within 30 days | None, unless prospectus money is unutilised (section 13(8)). Detail on our object clause change page |
| Company name | 13(2) | Special resolution | MGT-14, then INC-24 for approval | Central Government approval, then a fresh certificate of incorporation. Name reserved first through RUN |
| Authorised capital (increase) | 61(1)(a), 64 | Ordinary resolution, where the articles permit | SH-7 within 30 days | None, but state stamp duty applies on the increase. See increase share capital |
| Registered office clause, for a move to another state | 13(4) | Special resolution | MGT-14, INC-23, INC-28, INC-22 | Regional Director approval. Steps on our inter-state shifting page |
| Liability or subscriber clauses | 13 | Special resolution | MGT-14 within 30 days | Fact specific; we review before drafting |
What a special resolution means here. Notice of not less than 21 clear days with an explanatory statement, and votes cast in favour of at least three times the votes cast against. A shorter notice is possible only with members' consent as the Act prescribes. For an alteration of the memorandum, the change takes effect when the Registrar registers it, not on the day the resolution passes.
The three common routes
Route 1: articles, or the object clause of the memorandum. Adopting new articles, amending an existing article, or adding or changing objects in the memorandum. Special resolution at a general meeting, after not less than 21 clear days' notice with an explanatory statement, then MGT-14 within 30 days. The alteration takes effect when the Registrar registers it, and the MCA master data is updated.
Why companies alter the articles
Articles are altered far more often than founders expect, and usually because someone else is reading them.
- After a funding round. Investor rights from the term sheet and shareholders' agreement have to be written into the articles to bind the company: reserved matters, pre-emption, anti-dilution, board composition, transfer restrictions and drag and tag rights. See term sheet review and startup funding.
- Old articles. Companies incorporated under the 1956 Act often still carry articles drafted for it. Adopting a fresh set aligned to the Companies Act, 2013 is a single special resolution.
- Before a bank facility or tender. Lenders check borrowing powers and the objects; tender documents check the objects.
- Before a conversion. Converting a private company into a public company runs through an alteration of the articles under section 14, alongside the other conversion steps. See public limited company.
- ESOP and share capital plans. Where the articles are silent on issuing options or on classes of shares, they are amended before the issue. See ESOP scheme drafting and share transfer.
Route 2: change of company name. Name reservation through RUN, government fee ₹1,000. Special resolution, MGT-14, then the application for approval in INC-24. A fresh certificate of incorporation is issued in the new name, after which PAN, GST, bank and licence records are updated.
Route 3: registered office clause, for a move to another state. Special resolution, MGT-14, INC-23 to the Regional Director, then INC-28 within 30 days of the order and INC-22, with the full process on our inter-state shifting page.
The process
- Identify the clause. We identify which clause changes, then confirm the resolution, the form and whether an approval step applies.
- Draft and convene. Board resolution, notice with the explanatory statement under section 102, and the special resolution itself.
- File. MGT-14 is filed within 30 days of the resolution, with INC-24, SH-7, INC-23 or INC-28 where the clause needs them.
- Registration. The Registrar registers the alteration and the MCA master data is updated. For a name change, a fresh certificate of incorporation is issued.
Upload via our secure portal. We check every document before filing.
Fees for altering the MoA or AoA
Our fee starts at ₹1,999 for a single clause change filed in MGT-14. A name change or a capital increase is quoted on top, because each adds its own form and government fee.
| Item | Amount |
|---|---|
| Professional fee, single clause with MGT-14 | from ₹1,999 |
| MGT-14 (government fee) | By authorised capital: ₹200 (below ₹1 lakh), ₹300 (₹1 lakh to below ₹5 lakh), ₹400 (₹5 lakh to below ₹25 lakh), ₹500 (₹25 lakh to below ₹1 crore), ₹600 (₹1 crore and above); ₹200 for a company without share capital |
| Name reservation through RUN | ₹1,000 per application |
| INC-24 (government fee) | ₹2,000 to ₹20,000 by authorised capital, on the same slabs as an application to the Regional Director; ₹2,000 for a company without share capital |
| SH-7 (authorised capital increase) | There is no flat fee. The fee is the registration fee on the new authorised capital minus the fee on the existing authorised capital, plus state stamp duty on the increase |
| INC-23 (registered office clause, inter-state) | ₹2,000 to ₹20,000 by authorised capital |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
Late filing. MGT-14, SH-7 and INC-24 filed after the deadline carry an additional fee that rises with the delay: twice the normal fee at 15 to 30 days, four times up to 60 days, six times up to 90 days, ten times up to 180 days and twelve times after that. There is no shortcut once the 30 days have passed, so fix the resolution date and the filing date together.
Documents you will need
- The existing memorandum and articles, and the certificate of incorporation
- The draft altered clause, or the new set of articles
- Board resolution, and the notice with the explanatory statement under section 102
- Certified copy of the special resolution, with the attendance sheet and minutes
- Name approval from RUN and the INC-24 application, if a name change
- A director's digital signature for the filing
After the alteration
File the form, then update everything that quotes the old clause.
- Name change: PAN, TAN, GST registration, bank accounts, licences, trademarks, signage, invoices and the website. The company's old name must appear alongside the new one on business letters for the period the Act prescribes, and we confirm that wording when the certificate is issued.
- Capital increase: the register of members and the next allotment in PAS-3; see increase share capital.
- New articles: give the investor, lender or auditor the certified altered set, not a marked-up draft.
- Objects: the NIC code on the MCA record, the GST registration where the activity changes, and any sectoral licence for the new activity.
Tell us which clause you need to change and we will confirm the resolution, the form and the fee.