MOA/ AOA Amendment

Changing the Objectives of Your Business

If you want to change what your company does — like its goals or business activities — you must update the Memorandum of Association (MoA). The MoA includes the object clause, which tells what your company is meant to do.

Changing this is not hard, as there is a clear process to follow.

Common Mistake to Avoid

Many companies make the mistake of including too many unrelated activities in their main object clause. This is usually not approved.

For example, if your business is in IT, you can mention all types of software services in the main object. But if you also deal with hardware or trading in tech products, those should be added under ancillary objects, not main ones.

How to Make Changes to the MoA

To change your company's MoA, you must:

• Pass a special resolution at a shareholders’ meeting.

• Get approval from the shareholders.

You can also change other parts of the MoA, like:

• The name of the company

• The registered office (especially if moving from one state to another)

• The object clause (what your company does)

• The capital clause (such as increasing authorized capital)

When Memorandum is to be Amended?

Object Clause Change

Lawful objects can only be stated and included in the objects clause of the memorandum of association, whether the company engages in all those activities or not. Any activity which contravenes the objects clause and is not expressly mentioned in the Memorandum of Association would be considered beyond a company’s powers.

Name Clause

The name of the company must end with ‘Limited’ in the case of limited companies and ‘Private Limited’ in the case of a private limited company. The Companies Act, 2013 states that a company cannot be registered with an undesirable name.

Liability Clause

The Memorandum of Association must state whether the company is limited by shares or by guarantee. Also, the Memorandum of Association must mention that the liability of its members is limited.

Situation Clause

The Memorandum of Association must mention the State in which the registered office of the company will be located. The domicile of the company must be stated for determination of jurisdiction of Court, GST authorities, tax authorities, and ROC..

Capital Clause

The Memorandum of Association of a company having share capital is required to show the amount of share capital with which the company is being registered, and the division therefor into shares of fixed value.