MOA

[Divya Sharma]

Hi all,

There is one company whose MOA was not properly drafted at the time of incorporation and now we want to change the old one with insertion of new industrial activity. Enclosed old MOA for reference,pls suggest the process, its urgent.

[JYOTI]

You need to go for Object Change, draft necessary documents and file MGT 14.

Thanks & Regards, CS Jyoti kiran Tulshyan

{Company Secretary |M.Com (H), B.Com (H)}

9861695450    jyoti.tu...@gmail.com

Bhubaneswar, Odisha

On Mon, 20 Apr, 2026, 3:25 pm Divya Sharma, <divyashar...@gmail.com> wrote:

Hi all,

There is one company whose MOA was not properly drafted at the time of incorporation and now we want to change the old one with insertion of new industrial activity. Enclosed old MOA for reference,pls suggest the process, its urgent.

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[Arun Kumar Maitra]

First of all, you kindly indicate through a comparative table existing clauses and proposed amendments only for those clauses for which you intend to make the amendments.

Thereafter, it will be possible to suggest remedial actions.

CA CS Arun Kumar Maitr

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[Arun Kumar Maitra]

To change the Memorandum of Association (MOA) by adding new industrial activities (altering the Objects Clause), you must follow the procedure laid down in Section 13 of the Companies Act, 2013. 

This process requires a special resolution passed by shareholders, allowing you to update the existing objects to reflect the new business activities. 

Here is the step-by-step process to amend the MOA:

1. Board Meeting (Approval & Recommendation)

• Convene a Board Meeting: Issue at least 7 days' notice to all directors.
• Pass Board Resolution: Approve the draft of the amended MOA incorporating the new industrial activities.
• Call EGM: Fix the date, time, and venue for an Extraordinary General Meeting (EGM) to seek shareholder approval. 

2. General Meeting (EGM) & Special Resolution

• Issue Notice (21 Days): Send notice of the EGM (with an explanatory statement) to shareholders, directors, and auditors.
• Pass Special Resolution: In the EGM, a special resolution must be passed (requires 75% majority vote) approving the substitution/alteration of the old MOA. 

3. Filing with the Registrar of Companies (ROC)

• File Form MGT-14: Within 30 days of passing the special resolution, file the resolution and amended MOA with the ROC.
• Attachments for MGT-14:
• Certified True Copy of the Special Resolution.
• Notice of EGM with Explanatory Statement.
• A printed copy of the Altered MOA. 

4. Registration and New Certification

• ROC Approval: The ROC will scrutinize the documents.
• Certificate of Registration: Upon approval, the ROC will register the change and issue a fresh Certificate of Incorporation, which is conclusive evidence of the amendment. 

Important Considerations

• Effective Date: The amendment is effective only after it is registered by the ROC.
• Old vs. New Structure: Ensure the new drafted MOA complies with the modern table structure under Table A of Schedule I of the Companies Act, 2013.
• If your new "industrial activity" becomes the primary source of revenue, the ROC may require you to change the company name. Under MCA guidelines, a company’s name should generally reflect its main business. If "Anamito Enterprise" is too generic or remains associated only with real estate, you might need to rename it to something like "Anamito Industrial/Manufacturing Private Limited" to avoid rejection of your object clause amendment.
• CA CS Arun Kumar Maitra