Question 1

What is Alteration of MOA/AOA and why would a company need it?

Accepted Answer

The Memorandum of Association (MOA) and Articles of Association (AOA) are the core constitutional charters of a company. A company alters its MOA/AOA under Section 13 and 14 of the Companies Act, 2013, to change its business objects (e.g. entering new commercial industries like tech or healthcare), change company name, increase capital, or update internal governance and investor rights.

Question 2

What is the legal procedure to alter MOA Object Clauses in India?

Accepted Answer

The procedure involves: (1) Board Meeting to approve proposed object changes and issue EGM notice, (2) Passing a Special Resolution (75% shareholder majority) in an EGM, (3) Drafting the revised MOA Clause III (Main Objects & Incidental Objects), and (4) Filing Form MGT-14 with the ROC within 30 days along with certified resolutions.

Question 3

What is the statutory deadline to file Form MGT-14 on the MCA portal?

Accepted Answer

Under Section 117(1), Form MGT-14 must be filed with the Registrar of Companies (ROC) within 30 days from the date of passing the Special Resolution. Delaying beyond 30 days incurs statutory penalties on the company and defaulting officers under Section 117(2). TaxQue files MGT-14 within 48 to 72 hours.

Question 4

Who will draft our revised MOA and AOA at TaxQue?

Accepted Answer

Your charter amendments are drafted by a Senior Company Secretary and Corporate Legal Advocate. We ensure the new object clauses are broad, legally compliant, and structured to support commercial scaling, licenses, and bank credit facilities.

Question 5

What documents are required to file Form MGT-14 for MOA/AOA alteration?

Accepted Answer

You need: (1) Certified True Copy of Special Resolution with Explanatory Statement under Section 102, (2) Notice of EGM, (3) Altered copy of the Memorandum of Association (MOA) or Articles of Association (AOA), and (4) Class 3 DSC of an authorized director.

Question 6

Can a company adopt new Articles of Association (AOA) for investor funding?

Accepted Answer

Yes. When raising institutional investment, companies adopt customized AOA clauses containing Shareholder Agreement (SHA) provisions—such as Right of First Refusal (ROFR), Tag-Along/Drag-Along rights, liquidation preference, and Board nomination powers. TaxQue specializes in investor AOA harmonization.

Question 7

What if a company undertakes business activities outside its registered MOA objects?

Accepted Answer

Any business activity undertaken outside the registered MOA objects is legally 'Ultra Vires' (beyond the powers of the company) and null and void, exposing directors to personal liability and causing rejection of government licenses (like FSSAI or Drug License). Altering your MOA with TaxQue legitimizes your new business lines.

Question 8

How long does it take to get MOA/AOA alteration approved by the ROC?

Accepted Answer

Drafting the altered MOA/AOA and conducting the EGM takes 2 to 3 days. Once Form MGT-14 is submitted on the MCA portal, the ROC approves the filing and issues an official approval letter within 3 to 7 working days.

Question 9

Can a Private Limited Company alter its AOA to remove restrictions on share transfers?

Accepted Answer

No. Under Section 2(68), a Private Limited Company must mandatorily restrict the right to transfer its shares in its AOA. To allow unrestricted public transfer of shares, the company must convert into a Public Limited Company under Section 14.

Question 10

What is the difference between altering MOA Clause III (Objects) vs Clause I (Name)?

Accepted Answer

Altering Clause III (Objects) only requires passing a Special Resolution and filing Form MGT-14. Altering Clause I (Name) additionally requires reserving a new name via RUN/SPICe+ Part A, filing Form MGT-14, and obtaining Central Government approval via Form INC-24 to receive a fresh Certificate of Incorporation. TaxQue manages both.

Question 11

What are the penalties for late filing of Form MGT-14?

Accepted Answer

Under Section 117, failing to file Form MGT-14 within 30 days attracts a minimum fine of ₹10,000 plus ₹100 per day on the company (up to ₹2 Lakhs) and ₹10,000 on every defaulting officer (up to ₹50,000). TaxQue guarantees prompt filing.

Question 12

Does altering our MOA objects affect our existing GST or trademark registrations?

Accepted Answer

No. Your company PAN, CIN, and GSTIN remain identical. However, once the altered MOA is approved by ROC, our team can update your business activity HSN/SAC codes on the GST portal to ensure complete operational harmony.

Question 13

Can we alter our AOA to incorporate Table F of the Companies Act, 2013?

Accepted Answer

Yes. Many older companies still have legacy AOA drafted under the 1956 Act. TaxQue can completely replace legacy articles with modern, standardized Table F Articles under the Companies Act, 2013.

Question 14

What is the fee for MOA/AOA Alteration services with TaxQue?

Accepted Answer

We offer transparent, fixed pricing covering specialized object drafting, EGM secretarial documentation, Form MGT-14 filing, and CS professional certification with zero hidden fees.

Question 15

How do we receive proof that our new MOA/AOA is officially registered?

Accepted Answer

Upon ROC approval, the MCA issues an official electronic Approval Letter with the SRN, confirming that the altered MOA/AOA is legally registered and effective.

Question 16

What post-alteration steps are required?

Accepted Answer

Every issued copy of the company's MOA and AOA must reflect the altered clauses under Section 15. TaxQue delivers the finalized, formatted digital MOA/AOA booklet for your corporate records.

Feature & Deliverable Matrix	Basic	Standard★ Most Popular	Premium
Name Availability Verification & Portal Reservation Assistance	✓	✓	✓
Drafting of MOA, AOA / Deed & Statutory Declarations	✓	✓	✓
Official Government Portal Filing & Document Submission	✓	✓	✓
Certificate of Incorporation / Registration Delivery	✓	✓	✓
Entity PAN & TAN Allocation Coordination	✓	✓	✓
Assigned Company Secretary (CS) & Corporate Legal Advisor	—	✓	✓
Class-3 Digital Signature Certificates (DSC) & Director DINs	—	✓	✓
Assisted Corporate Bank Current Account Opening Setup	—	✓	✓
Mandatory EPFO, ESIC & State Tax Registrations Included	—	✓	✓
1st Board Meeting Resolutions & INC-20A Commencement Filing	—	—	✓
Custom Shareholder & Co-Founder Agreement Drafting (SHA/SSA)	—	—	✓
Free Comprehensive Trademark Brand Search & Class Verification	—	—	✓
Dedicated Corporate Advisory Desk for Annual ROC Compliances	—	—	✓

Document Type	Specific Records Required	Format / Guidelines
Certified Special Resolution	Certified true copy of Special Resolution passed by >= 75% majority of shareholders	Signed by Director / Company Secretary
EGM Notice & Explanatory Statement	Notice convening EGM along with detailed explanatory statement under Section 102	Dispatched to all shareholders
Altered Memorandum of Association (MOA)	Complete copy of altered MOA containing the newly inserted/modified clauses	Drafted as per Table A of Companies Act
Director Class 3 DSC	Active Class 3 Digital Signature Certificate of authorized director	Mandatory for MCA V3 electronic signing

Filing Stage	Statutory Deadline	Statutory Penalties for Default
Form MGT-14 Portal Submission	Within 30 days from date of passing Special Resolution	Normal MCA filing fees (Compliant)
Penalty on Company for Delay	Applicable on default beyond 30 days	₹10,000 + ₹100 per day continuing penalty up to ₹2,00,000
Penalty on Defaulting Officers	Applicable on every officer in default	₹10,000 + ₹100 per day continuing penalty up to ₹50,000

Resolution Category	Voting Threshold Required	Governing Section
Altering Main Objects Clause	Special Resolution (At least 75% majority of votes cast)	Section 13(1) Companies Act 2013
Altering Company Name Clause	Special Resolution + Central Govt (ROC) Approval	Section 13(2) Companies Act 2013
Altering Registered Office State	Special Resolution + Regional Director (RD) Approval	Section 13(4) Companies Act 2013
Altering Capital Clause	Ordinary Resolution (Simple majority)	Section 61 Companies Act 2013

Parameter	TaxQue Secretarial Desk	Generic Automated Websites	Local Non-CS Agent
Business Object Precision	Custom tailored clauses with incidental/ancillary powers	Vague generic text rejected by ROC	Outdated 1956 Act drafting format
Section 102 Explanatory Statement	Detailed commercial rationale satisfying secretarial standards	Generic one-line statement	Missing mandatory Section 102 disclosures
Form MGT-14 CS Sign-Off	Certified by in-house practicing Company Secretary	Charges heavy extra fees for external CS	Cannot certify forms

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