Change of MOA / AOA

The memorandum (MOA) sets out a company's constitution — its name, objects, capital, and liability — while the articles (AOA) govern its internal management. Changing either requires a members' special resolution and, for most changes, filing with the ROC.

The firm advises on which clause needs to change, drafts the altered documents and resolutions, and makes the filings.

We handle amendments to the MOA and AOA, including:

• Objects clause — adding or changing the company's activities
• Capital clause — altering the authorised share capital
• Liability or name clause, where applicable
• Articles — adopting new articles, or changing governance, transfer, or rights terms
• Conversion-related changes (private to public, and vice versa)

1. 01

   Identify the change

   Confirm which MOA/AOA clause needs amendment and the approvals required.

2. 02

   Resolutions

   Pass a board resolution and a members' special resolution.

3. 03

   File MGT-14

   File the special resolution and altered documents with the ROC (and INC-24 where central-government approval is needed).

4. 04

   Update records

   Adopt the altered MOA/AOA and update the registers.

PBT amends your constitution correctly and files it on time.

• Advice on the right clause and approval route
• Properly drafted resolutions and altered documents
• Accurate MGT-14 (and INC-24) filings
• Updated registers and records
• Scope, deliverables, and fees agreed in writing up front

• When do I need to change the MOA or AOA?

  Whenever you change the company's name, objects, capital, or the internal rules in the articles. We confirm which document and clause is affected.

• Does every MOA/AOA change need ROC approval?

  Most need a special resolution and MGT-14 filing; some, such as objects or name changes, also need central-government approval. We advise on the route.

• How long does it take?

  Typically one to three weeks depending on the change and whether central-government approval is needed.