Amending your company's charter documents—the Memorandum of Association (MOA) and Articles of Association (AOA)—is a highly technical legal process governed by Sections 13 and 14 of the Companies Act, 2013. Whether you are modifying the Main Objects clause to pursue new business lines, restructuring voting rights, or introducing specialized clauses like a Right of First Refusal (ROFR) for investor rounds, the process requires careful alignment. Any discrepancy in the revised draft or failure to file Form MGT-14 with the ROC within 30 days can invalidate the changes, exposing your company to ultra-vires actions or shareholder disputes. Our corporate secretarial team drafts, validates, and files these amendments to protect your corporate governance.
We draft bespoke clauses for your AOA, incorporating key investor protections, pre-emptive rights, and board veto powers.
Our experts restructure your MOA's core business activities to align with new products, services, or regulatory licenses.
We compile, verify, and file Form MGT-14 within 30 days of passing the Special Resolution, ensuring full regulatory compliance.
We analyze your revised charter against the Companies Act to ensure no modified clauses are ultra-vires or legally vulnerable.
The Memorandum of Association (MOA) defines the company's external boundaries, including its name, registered office state, core business objects, and authorized capital. The Articles of Association (AOA) establish internal bylaws, detailing rules for board meetings, share transfers, and voting rights.
Altering the Main Objects requires passing a Special Resolution in an EGM, amending Clause III of the MOA, and filing Form MGT-14 within 30 days on the MCA portal. The company can only operate in its new business lines after receiving ROC approval.
Failing to file Form MGT-14 within 30 days of passing a Special Resolution attracts standard late fees. Continued failure can lead to fine adjudication proceedings against the company and its defaulting officers.
Comprehensive solutions tailored to your business needs.
