Amending the MOA explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A Section 8 company cannot alter its memorandum or articles on its own say: section 8(4)(i) of the Companies Act, 2013 allows it only "with the previous approval of the Central Government". That sits on top of the ordinary procedure of sections 13 and 14, so there are two layers: the company's own special resolution and the Government's approval, then filings with the Registrar. This guide reads the Act in the Ministry's consolidated text (last updated 29 July 2022) and the Companies (Incorporation) Rules, 2014 as consolidated in the Ministry's e-book, consulted on 3 October 2026; later amendments should be checked.
Under section 8(4)(i), no alteration of the memorandum or articles of a Section 8 company without the Central Government's previous approval. Section 13(1) adds a special resolution; a change of name needs the Central Government's approval in writing (section 13(2)) and takes effect only on a fresh certificate of incorporation (section 13(3)). Alteration of objects must be registered, and nothing takes effect until it is registered (section 13(10)). Private companies and Section 8 companies have exemptions from some provisions by notification under section 462; check whether one applies.
The two layers
| Layer | Provision | What it requires |
|---|---|---|
| Company | s.13(1), s.14(1) | Special resolution to alter the memorandum or the articles |
| Government | s.8(4)(i) | Previous approval of the Central Government for any alteration of the memorandum or articles |
| Name | s.13(2), (3); s.4(2), (3) | Approval in writing; fresh certificate; name tests |
| Registrar | s.13(6), (9), (10); s.14(2) | Filing; registration within thirty days of filing the special resolution for objects; no effect until registered |
If you want help with the filing sequence, see our MOA amendment service.
The e-book of the Incorporation Rules prints no separate rule setting out the application form for the section 8(4)(i) approval of an alteration. The approval is required by the section itself; take advice on how it is applied for and attach it as the Act requires.
Changing the name
Section 13(2) says a change in the name of a company is subject to section 4(2) and (3) and has no effect without the Central Government's approval in writing, except where the only change is the deletion or addition of "Private" on conversion of one class of company to another. Under section 13(3) the Registrar enters the new name and issues a fresh certificate of incorporation, and the change is complete and effective only on the issue of that certificate.
The name tests:
- Section 4(2). The name must not be identical with or resemble too nearly the name of an existing company, must not constitute an offence under any law by its use, and must not be undesirable in the opinion of the Central Government.
- Section 4(3). No name containing a word or expression likely to give the impression of connection with or patronage of the Government or a Government body, or a word the rules prescribe, without the Central Government's previous approval.
- Section 8(1) and section 4(1)(a): a Section 8 company is registered without "Limited" or "Private Limited" in its name. Rule 8(7) of the Incorporation Rules says the name of a Section 8 company shall include words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council or Electoral Trust "and the like"; read the rule for the exact list.
Rule 9 provides that a name for a change of name is reserved through the web service the rule names, and rule 29 provides that the change of name is not allowed to a company that has not filed annual returns or financial statements due for filing, or has failed to pay or repay matured deposits or debentures or interest, with a proviso that the change is allowed on filing the documents or paying the amounts. Under rule 29(2) the application is in Form INC-24 and a new certificate of incorporation is issued in Form INC-25.
If a name change is the whole job, see our name change service and our guide on company name change under section 13.
Changing the objects
The objects clause is part of the memorandum, so section 8(4)(i) and section 13 both apply. Section 13(1) requires a special resolution, section 13(6)(a) requires the company to file that resolution with the Registrar, and section 13(9) provides that the Registrar registers an alteration of objects and certifies the registration within thirty days from the date of filing the special resolution. Section 13(10) says no alteration has effect until registered.
Two cautions that a Section 8 company must keep in view:
- The objects are the licence. The licence under section 8(1) rests on the objects in clause (a), on applying profits only to those objects, and on the prohibition of dividend. An alteration that departs from them risks the licence under section 8(6).
- Money raised by prospectus. Section 13(8) and rule 32 restrict a change of objects for which money was raised from the public through a prospectus where an unutilised amount remains: a special resolution by postal ballot with the particulars the rule lists, an advertisement, and a website notice. Most Section 8 companies will not be in that position, but a company that raised public money should read the rule.
Section 13(11) adds that, for a company limited by guarantee and not having a share capital, an alteration purporting to give a person a right to participate in the divisible profits otherwise than as a member is void.
Changing the articles
Section 14(1) allows alteration of the articles by special resolution, subject to the Act and the memorandum. Section 14(2) requires every alteration to be filed with the Registrar, with a printed copy of the altered articles, within fifteen days in the manner prescribed. For a Section 8 company, section 8(4)(i) adds the Central Government's previous approval. Conversion of a Section 8 company into another kind of company is a different route: see section 8(4)(ii) and rules 21 and 22, and our guide on closing a Section 8 company.
A note on 12A and 80G
A change of objects or name may affect a company's tax registrations and approvals: see our income-tax guides.
Worked example (invented names)
Riverbank Foundation, a Section 8 company, wants to rename itself Riverbank Learning Foundation and add an object on adult education. It passes a special resolution under section 13(1) after obtaining the Central Government's previous approval under section 8(4)(i) for both changes. For the name it also needs the approval in writing under section 13(2) and a name reserved through the web service rule 9 names. It files the resolution and approval with the Registrar under section 13(6). The new name takes effect only when the fresh certificate of incorporation is issued (section 13(3)); the objects alteration takes effect only when registered (section 13(10)).
Common mistakes
- Passing the special resolution and filing with the Registrar without the section 8(4)(i) approval.
- Choosing a name that resembles an existing company or lacks the words rule 8(7) expects.
- Applying for a change of name while annual returns or financial statements are overdue (rule 29(1)).
- Treating the resolution date as the effective date, when sections 13(3) and 13(10) wait for the certificate or registration.
- Amending the articles without filing the altered copy within fifteen days (section 14(2)).
Need help amending the MOA of a Section 8 company?
We can check that the proposed objects or name still fit the licence, prepare the resolutions and explanatory material, and organise the approval and filings in the right order. See our MOA amendment service.
Key takeaways
- A Section 8 company needs the Central Government's previous approval for any alteration of its memorandum or articles.
- A special resolution is also needed, and alteration of objects is effective only on registration.
- A name change needs written approval and takes effect on the fresh certificate.
- Rule 29 bars a change of name while filings or matured deposits are overdue.
- Objects, name and tax approvals should be reviewed together.
Read next
- Closing a Section 8 Company
- Board's Report Format for a Section 8 Company
- Alteration of Memorandum of Association: Complete Process
- Company Name Change Under Section 13
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.