Alteration in MoA & AoA
Alteration of MoA & AoA
At Cardiff Service, we simplify all your legal, tax, and compliance needs, including the alteration of Memorandum of Association (MoA) and Articles of Association (AoA) under the Companies Act, 2013.
As businesses expand and evolve, there often arises a need to amend the MoA or AoA to align with changing objectives, structure, or business strategy. These documents define the constitution and governance framework of a company, making it crucial that they remain updated and compliant.
Legal Framework
Governed by Section 13 of the Companies Act, 2013, alterations to MoA and AoA require shareholders’ approval and subsequent filing with the Registrar of Companies (RoC).
MoA Alteration – Requires a special resolution in a general meeting. Post-approval, Form MGT-14 must be filed with the RoC within 30 days.
AoA Alteration – Similarly requires a special resolution in a general meeting. Amended AoA must be filed with the RoC within 30 days.
Approval by RoC – Once the RoC is satisfied that the alterations comply with the Companies Act and applicable rules, the changes are formally approved.
Effectiveness – Alterations become effective only after RoC approval. Until then, the existing MoA and AoA remain valid.
Features of Alteration of MoA & AoA
Under the Companies Act, 2013, companies may need to alter their Memorandum of Association (MoA) or Articles of Association (AoA) to reflect structural or operational changes. At Cardiff Service, we guide you through these legal requirements to ensure smooth compliance.
Common Situations Requiring Alteration
Change in the Company’s Name
When a company decides to change its name, the MoA and AoA must be updated accordingly. This requires the approval of shareholders through a Special Resolution.Change in Registered Office
Shifting the company’s registered office from one location to another requires altering the MoA to reflect the new address, approved through a Special Resolution.Change in Object Clause
If a company intends to launch new business activities or modify its existing scope, the Object Clause in the MoA must be altered with shareholder approval.Alteration of Share Capital
Any increase or decrease in the company’s share capital requires appropriate changes to the MoA and AoA, with approval from shareholders via Special Resolution.Change in Liability Clause
For companies limited by guarantee, any change in the liability of members requires alteration in the MoA, approved by shareholders.Alterations Affecting Rights of Shareholders or Debenture Holders
Any modifications that impact voting rights, dividend rights, or other privileges of shareholders/debenture holders must be approved through a Special Resolution.
Documents Required for the Alteration of MoA & AoA
Altering the Memorandum of Association (MoA) and Articles of Association (AoA) under the Companies Act, 2013 requires the preparation and submission of specific documents. The exact list may vary depending on the type of alteration, but in general, the following are required:
Essential Documents
Board Resolution
A resolution passed by the Board of Directors authorizing the alteration of MoA and AoA. It should specify the proposed alterations, convening of the general meeting, and the appointment of signatories for filing necessary documents.Notice of General Meeting
A formal notice to shareholders about the proposed alterations, including date, time, venue, agenda, and details of the proposed changes.Minutes of the General Meeting
A detailed record of discussions, decisions, and voting held during the meeting where shareholders approved the alterations. These must be signed by the Chairman and maintained as part of company records.Altered MoA & AoA
The revised versions of the MoA and AoA reflecting the approved alterations. These must be signed by authorized signatories, and each page should be initialed or signed.Form MGT-14
A prescribed form to be filed with the Registrar of Companies (RoC) within 30 days of passing the special resolution. This form must include the date and number of the resolution, details of the alterations, and copies of the altered MoA and AoA.Additional Documents
Depending on the alteration type, additional documents may be required.Change in company name → Revised Certificate of Incorporation.
Change in registered office → Proof of new address (utility bill, lease agreement, etc.).
Procedure for the Alteration of MoA & AoA
Altering the Memorandum of Association (MoA) and Articles of Association (AoA) under the Companies Act, 2013 requires a structured legal process. At Cardiff Service, we simplify this process with a step-by-step approach to ensure seamless compliance.
Step-by-Step Procedure
1. Board Meeting
Convene a Board Meeting to discuss and approve the proposed alterations.
Pass a resolution to call a General Meeting and authorize signatories to sign and file the necessary documents.
2. General Meeting
Issue a formal Notice to Shareholders with details of the proposed altered MoA and AoA.
Conduct a General Meeting and pass a Special Resolution approving the alterations.
Prepare and sign the Minutes of the Meeting for company records.
3. Filing with Registrar of Companies (RoC)
Within 30 days of passing the Special Resolution, file Form MGT-14 with the RoC.
Attach the required documents along with applicable fees for compliance.
4. RoC Approval
Upon filing, the RoC reviews the submitted documents.
If satisfied, the RoC grants approval; otherwise, additional information may be requested.
Once approved, the altered MoA and AoA become legally effective.
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms