The day your company wants to do something it was never registered to do
A software company decides to start selling hardware. A trading firm wants to add a lending arm. A consultancy lands a client who needs it to also run their events — and the bank, doing its due diligence, asks to see where in the company's documents that activity is actually permitted. This is the moment founders discover that a company is not free to do whatever it likes. What it can legally do is fixed in its Memorandum of Association, and how it governs itself is fixed in its Articles of Association — the two founding documents filed at incorporation. You cannot simply start a new line of business, or quietly rewrite an internal rule, without going back and changing those documents through a defined process. Get it wrong and a contract signed outside your objects can be challenged, or a resolution passed against your own articles can be void. Here is how you legally alter the MOA and the AOA — the objects clause most of all — and the one form, MGT-14, that ties almost all of it together.
Why the MOA and AOA aren't yours to just edit
Think of the two documents as your company's constitution. The Memorandum defines the company's relationship with the outside world — its name, its registered office state, the objects it is formed to pursue, the liability of its members, and its authorised capital. The Articles define the company's relationship with itself — how directors are appointed, how shares move, how meetings run, what needs a board nod versus a shareholder vote. Because these bind the company, its shareholders and third parties who deal with it, the Companies Act, 2013 does not let the board amend them on a Monday morning. Almost every meaningful change needs a special resolution — a 75% majority of members present and voting — and then a filing with the Registrar so the public record matches reality. The route splits by which document, and which clause, you are touching. Most founders arrive here because of the objects clause, so start there.
Changing what your company is allowed to do: the objects clause (Section 13)
Altering the Memorandum is governed by Section 13 of the Companies Act, 2013, and the objects clause is the part businesses change most — to add a new activity, drop a dead one, or broaden the language so the next opportunity fits. The mechanism is a special resolution of the shareholders. There is no Central Government approval needed for an objects change (that is reserved for a name change), which makes this one of the more straightforward alterations — but it is not effective the moment the vote passes. Under Section 13(9), an alteration of the objects clause takes effect only when the Registrar registers it. So the vote is the middle of the process, not the end: you resolve, you file, and the change is real once the Registrar certifies it. Until then, signing contracts for the new activity is premature. This is the single most common mistake — treating the shareholders' approval as the finish line when the registration is.
The steps, in order
The sequence is short but each step has a purpose. First, a board meeting to approve the proposed alteration in principle, adopt the revised Memorandum, and call a general meeting of the shareholders. Second, send the notice of that general meeting with an explanatory statement setting out the reasons for the change. Third, hold the general meeting — for a private company, two members present in person meet the quorum — and pass the special resolution approving the altered objects clause. Fourth, and this is the step people miss, file Form MGT-14 with the Registrar within 30 days of passing the resolution, attaching a certified true copy of the special resolution and explanatory statement and a copy of the altered Memorandum. Fifth, the Registrar examines the filing and, if in order, registers the alteration and issues a fresh certificate — the point at which, for an objects change, the alteration legally takes effect. From board meeting to registration, a clean change usually runs a few weeks, most of it the notice period and the Registrar's processing.
MGT-14: the form that carries the resolution to the Registrar
MGT-14 is the workhorse of company-law changes, and it is worth understanding what it is for. Under Section 117, certain resolutions and agreements must be filed with the Registrar within 30 days of being passed, and every special resolution is on that list. That is why an objects change, an articles change, and most other constitutional alterations all funnel through the same MGT-14 filing. One point that trips up private-company founders: a 2015 exemption removed the need for private companies to file MGT-14 for the board resolutions listed in Section 179(3), so people assume private companies rarely file it. But that exemption never touched special resolutions — those still must be filed in MGT-14 by every company, private ones included. So any change that needs a special resolution, which is nearly every MOA and AOA alteration, needs an MGT-14, and the 30-day clock is real: late filing attracts additional fees that climb with the delay.
Changing how your company governs itself: the articles (Section 14)
Altering the Articles is governed by Section 14, and the trigger is the same — a special resolution, followed by an MGT-14 filing and registration of the altered Articles with the Registrar. Companies alter their articles for all sorts of reasons: to adopt a new set of articles when investors come in and want their rights written into the constitution, to change how shares are transferred, to add or vary borrowing powers, or to update quorum and voting mechanics. Section 14 also expressly covers the big one — an alteration "having the effect of conversion of a private company into a public company or vice versa." That conversion is done through the articles, but note the asymmetry: converting a public company into a private one is not a pure special-resolution matter, it additionally requires the approval of the Regional Director (to whom the Central Government's power is delegated), whereas the reverse is lighter. For most private companies the article changes that matter are the investor-driven ones, and those flow through the ordinary Section 14 route.
A safeguard worth knowing about: entrenchment (Section 5)
Not every article is equally easy to change. Section 5 lets a company entrench specific provisions of its articles — attach conditions stricter than a special resolution before those provisions can be altered, for example requiring the consent of a named investor or a unanimous vote. Founders and funds use entrenchment to protect a hard-won right so it cannot be diluted by a bare 75% majority later. Entrenchment can be built in at incorporation, or added afterwards — but adding it later needs the agreement of all the members in a private company (a special resolution suffices only in a public company), and the company must notify the Registrar that the entrenchment exists. If your articles contain an entrenched clause, check it before you plan any alteration: the ordinary special-resolution route may not be enough, and missing the stricter condition makes the change invalid.
The clauses that don't follow the objects route
Not every change to the founding documents is a Section 13 objects-style alteration, and mixing them up causes filings to bounce. Three to keep straight. Changing the company's name is a Section 13 alteration too, but it additionally needs Central Government approval and is filed on Form INC-24, not plain MGT-14. Increasing the authorised share capital is an alteration of the capital clause under Section 61 — it typically needs only an ordinary resolution and is filed on Form SH-7, not MGT-14. And shifting the registered office follows its own path under Sections 12 and 13, filed on Form INC-22 (with Regional Director approval if you move between states). One more special case sits inside the objects clause itself: under Section 13(8), a company that raised money from the public through a prospectus and still holds unutilised funds cannot change the objects those funds were raised for unless it passes the special resolution through postal ballot, publishes the change in newspapers and on its website, and gives dissenting shareholders an exit. That rarely bites a private company, but it is the reason the law treats an objects change so carefully.
Where this sits in your company's compliance
Altering the MOA or AOA is a governance event, and it runs on the same machinery as the rest of your compliance. The change is approved at the board meeting and general meeting whose notices, resolutions and minutes have to be in order for the special resolution to stand; the special resolution then feeds into your MGT-14 discipline, the same filing that captures other special-resolution matters during the year; and sibling constitutional changes — the name, the authorised capital and the registered office — each have their own form but sit in the same family of alterations. All of it lives on your wider Private Limited compliance calendar. Change the objects and forget the MGT-14, and you have a resolution that never became effective and a public record that no longer matches what your company actually does.
How we handle it at RDA, Baner
At RDA Advisory, Baner, we alter Memorandums and Articles so the change is legally effective, not just voted on. When you want to add a business activity we redraft the objects clause to be broad enough to last, run the board meeting and general meeting with the correct notice and explanatory statement, pass the special resolution, and file the MGT-14 within the 30-day window — then track it through to the Registrar's registration, which for an objects change is the moment it actually takes effect. For article changes we handle investor-driven amendments, adoption of new articles, entrenchment where a right needs protecting, and private-to-public or public-to-private conversions with the Regional Director approval where required. And we keep the name, capital and registered-office changes on their own correct forms so nothing bounces. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Adding a new business activity or updating your articles? Let's change the documents properly
Want your company to legally do something it wasn't registered for, or need to write investor rights into your articles? RDA handles the whole alteration — the redrafted clause, the board and general meetings, the special resolution, the MGT-14 filing within 30 days, and the follow-through to the Registrar's registration so the change is genuinely effective — plus the name, capital and registered-office changes on their own forms. Book a consult at rdatax.in or call +91 77570 45059, or see our ROC & secretarial compliance service. RDA Advisory, Baner, Pune.
Verification note: Alteration of a company's Memorandum of Association is governed by Section 13 of the Companies Act, 2013, and alteration of its Articles of Association by Section 14, each requiring a special resolution of the members. An alteration of the objects clause takes effect only when the Registrar registers it (Section 13(9)); a change of name additionally requires Central Government approval and is filed in Form INC-24, while an alteration of the capital clause (increase of authorised capital) is made under Section 61 and filed in Form SH-7. Special resolutions are filed with the Registrar in Form MGT-14 within 30 days under Section 117; the June 2015 exemption relieving private companies from filing certain Board resolutions under Section 179(3) does not extend to special resolutions, which private companies must still file. Section 5 permits entrenchment of specified articles, which in a private company can be introduced after incorporation only with the agreement of all members. Under Section 13(8), a company that raised money from the public through a prospectus and holds unutilised amounts may not change the relevant objects except by special resolution passed through postal ballot with newspaper and website publication and an exit offer to dissenting shareholders. Section 14 also covers alterations converting a company from private to public or vice versa, with conversion of a public company into a private company additionally requiring Regional Director approval. Forms, thresholds, timelines and approval authorities are set by statute and rules and are periodically revised, so confirm the current requirements with your CA or company secretary before acting. This is general information, not legal or professional advice.
