Change what your company does,on the record, before you start.
Expanding into a new line, pivoting to a different business, cleaning up an old object clause, or broadening the Memorandum before an investment round. Each one needs a special resolution of shareholders and a Memorandum amendment filed with the Ministry within thirty days.
Brief last revised · July 2026
How the filing works
From the shareholder resolution to the fresh Certificate of Incorporation.
Situations that bring people to this filing
A company's Memorandum of Association sets the outer limits of what the business is legally permitted to do. When the business outgrows those limits, the Memorandum has to be amended before the new activity can begin. These are the four patterns that account for most Main-Object alterations:
- i.
Expanding into a new line of business
Your original object clause covers software services. You are now selling a hardware product too, or moving from services into SaaS licensing, or opening an e-commerce side. The current clause does not cover it. Amending the MoA is the clean way to keep the new revenue on the right side of company law.
Add a new line of business - ii.
Pivoting to a different business entirely
The original business is being wound down and something new is taking its place. Rather than closing the company and opening a fresh one, the MoA is amended to reflect the pivot. Investor cap table, PAN, TAN, GSTIN, and bank history all stay intact.
File the pivot - iii.
Broadening objects before an investment round
The lead investor's diligence flagged that the MoA does not clearly authorise the direction the company is heading. Term sheets often require the MoA to be widened to cover current and reasonably anticipated activities before the round closes.
Broaden objects for a round - iv.
Adding activities to unlock a licence or tender
A government tender or regulatory licence you want to bid for requires the applicant company's MoA to explicitly list the tendered activity. Adding it before applying is standard, and skipping it disqualifies your bid on paper alone.
Add activities for a tender
What MGT-14 actually does
The Memorandum of Association can only be altered by a special resolution of the shareholders, passed at a general meeting with a three-fourths majority of the votes cast. Once the resolution is passed, the altered Memorandum and the resolution itself are filed with the Ministry of Corporate Affairs through Form MGT-14.
MGT-14 has to be filed within 30 days of the resolution being passed. Alongside it, the altered Memorandum is uploaded, an explanatory statement setting out the reason for the change is attached, and the whole packet is digitally signed by a director and certified by a Practising Company Secretary.
Where the change to the Main Object clause is material (a genuine expansion or pivot, not a cosmetic tidy-up), the Registrar issues a fresh Certificate of Incorporation pursuant to alteration. Cosmetic changes generate an acknowledgement without a fresh certificate.
The paperwork involved
- MGT-14The main filing. Reports the special resolution and carries the altered Memorandum as an attachment. Filed within 30 days of the resolution.
- ALTERED MOAA cleanly typed Memorandum showing the amended Main Object clause. The rest of the MoA (name, registered-office state, liability, capital) stays as it was unless a separate amendment is being run at the same time.
- EGM NOTICE + EXPLANATORY STATEMENTThe notice calling the general meeting, sent to every shareholder at least 21 clear days in advance (shorter with unanimous consent). The explanatory statement sets out why the alteration is proposed and any interested-party disclosures.
- INC-25Not filed by the company. Issued by the Registrar once MGT-14 is accepted, if the alteration is material. This is the fresh Certificate of Incorporation reflecting the amended objects.
Documents you will need to send
The paperwork splits into what the shareholders need to see (to vote correctly) and what the Registrar needs to see (to accept the alteration).
For the shareholders and the meeting
- Existing MoA and AoA of the company
- Draft of the proposed new Main Object clause, with a plain comparison against the existing one
- Board resolution proposing to call the general meeting for the alteration
- List of shareholders as on the latest annual return, so notices can be sent
For the MCA filing itself
- Signed EGM minutes recording the special resolution as passed
- Cleanly typed altered MoA, signed by every subscriber (usually the current directors)
- Explanatory statement to the EGM notice
- Digital Signature Certificate of a director for signing MGT-14
- Any sector-specific pre-approval, where the new activity falls in a regulated sector
Done within 10 to 14 working days
Most Main-Object alterations wrap in about two weeks from a clean start. Timing stretches only if the new activity needs a sector-regulator's prior approval, or if the notice period for the general meeting is being observed in full.
- Day 1
Briefing and drafting
You share the proposed new activity in plain English. The draft Main Object clause is written to cover the activity without being over-broad, and a comparison against the existing clause is prepared.
- Days 1–3
Board resolution and EGM notice
The board passes a resolution proposing the amendment and calling an EGM. Notice with the explanatory statement is prepared and dispatched to every shareholder.
- Days 3–24
21-day notice period
The statutory 21 clear days elapse. If every shareholder consents to a shorter notice, this compresses to a few days; consents are collected in writing.
- Days 24–25
EGM held and special resolution passed
The EGM is convened. The special resolution is proposed, voted on, and the votes are recorded in the minutes.
- Days 25–26
MGT-14 filed, certified by PCS
The altered MoA, the EGM minutes, and the explanatory statement are attached to MGT-14, signed by a director and certified by a Practising Company Secretary before submission.
- Days 26–30
MCA approval and fresh CoI
MCA processes MGT-14 in two to three working days. Where the change is material, Form INC-25 (fresh Certificate of Incorporation) is issued within an additional two to three days.
Our fee
Starting at ₹8,000 for the filing itself.
- Professional fee₹8,000Per alteration. Includes drafting the new Main Object clause, the EGM notice, the altered MoA, MGT-14 preparation, PCS certification, and MCA follow-up.
- Government filing fee₹300 – ₹600Charged by MCA on MGT-14. Depends on your authorised share capital slab.
- Fresh Certificate of IncorporationIncludedForm INC-25 issued by the Registrar where the change is material. No separate charge to the customer beyond MGT-14.
- Sector-regulator approval (if needed)Case-specificSome activities (banking, NBFC, insurance, telecom, defence, broadcasting) need prior clearance from a sector regulator. Where applicable, the licence application is handled as a separate engagement.
Your exact all-in number appears in the online form before any payment is taken. No amount is charged before you confirm.
What changes on the ground
Once MGT-14 is accepted, the amended Main Object clause is on the public record. The company can now legally carry on the new activity, and downstream registrations catch up.
- Fresh Certificate of Incorporation receivedWhere the alteration is material, INC-25 is issued and downloaded. This is now the current CoI to show any external party, alongside the original.
- Altered MoA on recordThe company's official copy of the MoA is updated. The old version is retained for reference, but every future filing links to the amended clause.
- GST portal business-activity description updatedGST REG-14 is filed if the business-activity description on the GST registration needs to be brought in line with the amended MoA.
- Sector licences and registrations refreshedIEC, Udyam, Shop Act certificate, and industry-specific licences carry a description of business activity. Each is updated to reflect the new object.
- Bank account records updatedThe company's bank is informed of the change so account-opening records and KYC files show the current business activity. This matters if the bank periodically re-KYCs the company.
- Investor and lender recordsExisting investors, lenders, and debenture holders are informed as required by shareholder or loan agreements. Some agreements require prior consent for material changes; that consent is confirmed in writing.
- Statutory registers updatedThe register of members, the register of contracts, and any other statutory register that references the object clause is updated with the amendment date and the new clause.
- Website and marketing collateralThe 'About us' page, brochures, letterheads, and legal notices are updated to reflect the new activity. Continuing to describe the old activity on public collateral can be treated as a misleading statement.
Common mistakes to avoid
Most trouble comes from steps outside the filing itself.
Starting the new activity before MGT-14 is accepted
Passing the special resolution is not the same as MCA accepting the alteration. Any business done in the new activity before the acknowledgement (or the fresh CoI, where applicable) sits in a grey zone. Contracts entered into can be challenged as ultra vires. Wait for acceptance, then start.
Under-explaining the change in the explanatory statement
The explanatory statement to the EGM notice must set out the reason for the alteration in enough detail for a shareholder to make an informed vote. Boilerplate one-liners get flagged by MCA and rejected. Investors also read this document during diligence, so vague drafting comes back to haunt later rounds.
Ignoring sector-specific approvals
Adding activities like banking, insurance, mutual funds, NBFC operations, telecom services, defence, broadcasting, or gambling to the MoA requires prior approval from the relevant regulator (RBI, IRDAI, SEBI, TRAI, etc.) before MGT-14 is filed. Skipping this step voids the entire alteration and can attract penalties.
Missing the 21-day notice period
A special resolution needs at least 21 clear days of notice to every shareholder, unless every shareholder consents to a shorter period in writing. Skipping the notice period without written consent invalidates the resolution, and the MGT-14 filing based on it can be recalled by any dissatisfied shareholder later.
Not updating GST, IEC, and licences after the change
The GST portal, IEC registration, Shop Act certificate, and any industry-specific licence carry a description of business activity. If the MoA has moved on but these have not, the mismatch shows up during GST scrutiny, at an audit, or when the next licence renewal is due.
Understanding the change
The structural background, read at your pace, in any order.
Main, ancillary, and other objects
Companies incorporated before 2014 had a Memorandum with three separate categories in the object clause: Main objects, objects incidental or ancillary, and other objects. The Companies Act 2013 dropped the three-part split and merged everything into a single Main Object clause for new incorporations.
What this means in practice:
Companies incorporated after April 2014
Have a single Main Object clause listing what the company does. Any activity not in that list requires an amendment before it can be started. There is no fall-back category any more.
Companies incorporated before April 2014
Retain the three-part structure. The Main-objects part is what is enforced strictly; the ancillary and other-objects parts are legacy and are gradually merged into the Main clause during the first material amendment. Old companies going through their first MoA amendment often use it as a chance to clean up the whole clause.
One-object versus multi-object companies
Some companies (Section 8, sector-licensed entities like NBFCs, insurance intermediaries, or broadcasters) are required to have a narrowly-drawn Main Object clause with only their licensed activity in it. Adding an unrelated activity to a licensed entity's MoA is often disallowed and requires the underlying licence to be varied first.
What a special resolution actually needs
Under the Companies Act, a special resolution requires the votes cast in favour to be at least three times the votes cast against, at a general meeting properly called and held. In practice this means:
- i.
At least 21 clear days of notice to every shareholder
Notice sent by post, courier, or email (with the shareholder's consent) at least 21 clear days before the meeting. Clear days means the day the notice is sent and the day of the meeting are both excluded from the count.
- ii.
The explanatory statement attached
The notice must carry an explanatory statement setting out the material facts, the reason for the resolution, and the interest (if any) of every director and manager in the proposed change.
- iii.
Quorum for the general meeting
A private company needs at least two members present in person, or as many as the Articles prescribe if higher. Public companies need five (up to 1,000 members), fifteen (up to 5,000), or thirty (above 5,000).
- iv.
The three-fourths majority of votes cast
Only the votes actually cast are counted; abstentions and shareholders who do not attend are not treated as opposing votes. This is the key difference from an ordinary resolution, which needs a simple majority of votes cast.
- v.
The resolution filed within 30 days
Every special resolution has to be filed with MCA in Form MGT-14 within 30 days of being passed. Late filing attracts an additional fee that climbs with the length of the delay.
Where the amendment is not enough on its own
Some activities require a sector regulator's prior approval before the MoA can be amended to include them. Filing MGT-14 without that approval invites rejection and, in extreme cases, prosecution under the sector's statute.
Banking (RBI), NBFC operations (RBI), insurance broking or agency (IRDAI), mutual fund distribution (SEBI/AMFI), stock-broking (SEBI), payment aggregation (RBI). Each has its own licence application, and the MoA amendment is a step within the licence application, not the reverse.
Telecom services (DoT / TRAI), broadcasting (MIB), news publishing (RNI). Multi-brand retail with foreign investment (DPIIT). Adding these to the object clause of a company that will draw foreign investment triggers the FDI-route regime as well.
Manufacture or import of pharmaceuticals (CDSCO), food processing (FSSAI licensing), petroleum products (PESO). Chemicals classified as hazardous (Ministry of Environment). Explosive materials (PESO Chief Controller).
Defence manufacturing (DPIIT and MoD), private security (PSARA), civil aviation (DGCA), space technology (IN-SPACe), gambling and lotteries (state governments). Each has its own approval path and the MoA amendment is contingent.
If the 30-day deadline is missed
MGT-14 has to be filed within 30 days of the resolution being passed. Missing the deadline does not invalidate the resolution itself, but it does make the filing more expensive: MCA charges an additional fee that multiplies with the length of delay, starting at twice the normal fee for delays up to 30 days and climbing to twelve times the normal fee for delays beyond six months.
Frequently paired with this.
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Increase your authorised share capital. Ordinary resolution, SH-7 filing, and state stamp duty on the increase.
Change Company Name
Change your company's name. Name reservation, special resolution, INC-24 filing, and a fresh Certificate of Incorporation.
Add or Remove Director
Add or remove a director in a Pvt Ltd or OPC. Filed via DIR-12 with the Registrar.
- i.
Fill the online form
Save and resume anytime. No pressure to finish in one sitting.
- ii.
Review the scope and fee
The exact all-in fee, the timeline, and what's included appear together before any payment.
- iii.
Filing begins
Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.