Memorandum of Association Amendment
Change your objects, capital or registered state by altering the memorandum with shareholder approval.
The memorandum of association is the company’s founding charter. It fixes the name, the state of the registered office, the objects the company may pursue, the liability of members and the authorised capital.
Because it defines what the company is permitted to do, changing it requires shareholder approval by special resolution and, for some clauses, approval from the central government exercised through the Regional Director.
What this costs
Basic
₹7,504 plus GST
- Application Filing in MCA
- Amended memorandum and the approval letter handed to you
Which clause you are changing decides the procedure
- Name clause — special resolution plus fresh name approval and central government approval
- Registered office clause — special resolution, and Regional Director approval for an interstate move
- Objects clause — special resolution and filing of Form MGT-14
- Liability clause — special resolution, rarely altered in practice
- Capital clause — ordinary resolution and Form SH-7, the lightest of the set
The objects clause in practice
This is the amendment most companies actually need. A company may only carry on business within its stated objects, and a clause drafted narrowly at incorporation becomes a constraint the first time you move into an adjacent line of work.
Banks and regulators do check. A company applying for a licence or a facility for an activity outside its objects will be asked to amend first, which is usually discovered at the worst possible moment.
Where money has been raised from the public
A company that has raised money from the public through a prospectus and still holds unutilised amounts cannot change its objects freely.
It must pass a special resolution, publish notice of the change, and give dissenting shareholders an exit opportunity at the price the promoters offer. This is a substantial constraint and needs planning well before the resolution.
How we handle it
- 1 Identifying the clause We establish which clause is being altered, since the approval route and cost differ sharply between them.
- 2 Drafting the alteration The revised clause is drafted with enough breadth to accommodate your plans without inviting objection.
- 3 Board and shareholder approval The board approves and calls the general meeting, where the special resolution is passed on proper notice.
- 4 Filing MGT-14 The special resolution is filed with the Registrar within thirty days.
- 5 Further approvals Where the clause requires it, the Regional Director application is filed and pursued.
- 6 Updated memorandum The amended memorandum is placed on record and copies issued for your use.
Frequently asked questions
Can a company do business outside its objects?
No. Activity outside the stated objects is beyond the company’s powers. Banks and regulators check, and you will be asked to amend before a licence or facility is granted.
What resolution is needed?
A special resolution for most clauses, requiring three-fourths of members voting in favour. The capital clause is the exception and needs only an ordinary resolution.
How long do I have to file MGT-14?
Within thirty days of passing the special resolution. Late filing attracts a per-day additional fee.
Should I draft the objects broadly?
Broadly enough to cover your plans for the next few years, but not so broadly that name approval or a licence application is questioned. It is a balance, and we draft to it.
Does changing the objects affect existing contracts?
No. The company remains the same legal person and its contracts continue. The amendment only changes what it may do going forward.
What is not included. Government fees, statutory charges, stamp duty, court and registry fees, digital signature costs and any third-party professional charges are separate and payable at actuals. GST applies on professional fees where indicated. Prices shown are indicative and may change without notice; we confirm the total in writing before any work begins — see our terms on pricing.
Talk to us about Memorandum of Association Amendment
Share your requirement and our team will confirm the documents needed, the exact charges and a realistic timeline — usually the same working day.
- Expert document checking before submission
- Regular status updates on WhatsApp
- Transparent professional charges
- Assistance in Marathi & English
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