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Company Amendments — Name, Address, Directors & More

Need to change your company name, registered office, directors, share capital, or MOA/AOA? We handle all types of company and LLP amendments with MCA filing.

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What are Company Amendments?

Company amendments refer to any changes made to the constitutional documents, statutory details, or legal structure of a company or LLP registered in India. Under the Companies Act, 2013 and the LLP Act, 2008, every change in a company's name, registered office, directors, share capital, business objects, articles of association, or company type must be approved through proper internal procedures (board resolution, shareholders resolution) and filed with the Registrar of Companies (ROC) within the prescribed timeline.

Amendments are a natural part of business growth and evolution. As your company grows, you may need to increase capital for expansion, add new directors for expertise, change the registered office for operational convenience, alter business objects to enter new sectors, or even change the company name for rebranding. Each of these changes has specific legal procedures, documentary requirements, and filing deadlines. Non-compliance can result in heavy penalties, director disqualification, and even prosecution under the Companies Act.

Types of Company Amendments

Change of Company Name: A company can change its name by passing a special resolution (75% majority) at a general meeting and filing Form INC-24 with the ROC. The ROC verifies name availability, checks for trademark conflicts, and issues a new Certificate of Incorporation with the changed name. The company must update its name on all official documents, letterheads, signboards, PAN, TAN, GST registration, bank accounts, and all statutory registrations within 30 days.
Change of Registered Office Address: Change within the same city/ROC jurisdiction requires a board resolution and filing Form INC-22 within 15 days. Change from one ROC jurisdiction to another (within same state) requires a special resolution and Form INC-23. Change from one state to another requires a special resolution, Form INC-23, application to Regional Director, publication in newspapers, and NOC from creditors — the entire process takes 3-6 months.
Change in Authorized Share Capital: To increase authorized share capital, an ordinary resolution must be passed by shareholders and Form SH-7 filed with the ROC along with the altered MOA. The government fee for capital increase is based on the amount of increase (ranging from Rs. 5,000 for increase up to Rs. 1 lakh to Rs. 25 lakh+ for increase above Rs. 50 crore). Decrease in authorized capital requires a special resolution and NCLT approval.
Change in Paid-up Share Capital: Increase in paid-up capital through rights issue, private placement, preferential allotment, or bonus issue requires board/shareholder approval, compliance with Companies Act provisions (Section 62/42), and filing Form PAS-3 with ROC within 15 days of allotment. Reduction of paid-up capital requires NCLT approval, creditor consent, and filing Form INC-28 after tribunal order.
Alteration of Memorandum of Association (MOA): The MOA can be altered to change the company's name (Section 13), registered office (Section 12), objects clause (Section 13), liability clause, or capital clause. Each type of alteration has specific procedural requirements — some need ordinary resolution, others need special resolution, and some require NCLT approval. Form MGT-14 must be filed with ROC within 30 days of passing the resolution.
Alteration of Articles of Association (AOA): The AOA can be amended by passing a special resolution at a general meeting. Common amendments include changes to share transfer restrictions, board composition rules, borrowing powers, dividend policy, and voting rights. Form MGT-14 must be filed with ROC within 30 days along with the certified copy of the resolution and the altered AOA.
Change of Directors: Appointment of additional director (board resolution + DIR-12), appointment by shareholders (ordinary resolution + DIR-12), resignation of director (DIR-12 within 30 days), removal of director (ordinary resolution with special notice + DIR-12), change in designated partner of LLP (Form 4). All director changes must be filed within 30 days of the event.
Change in Director's KYC / Details: Every director must file Form DIR-3 KYC annually by September 30 to update their personal details — address, contact number, email, and citizenship. Changes in director's name, address, or other details require filing Form DIR-6. Non-filing of DIR-3 KYC leads to DIN deactivation and a penalty of Rs. 5,000 for reactivation.
Conversion of Company Type: Private company to public company, public to private, OPC to private, Section 8 company to normal company — each conversion requires specific approvals, altered MOA/AOA, and filing Form INC-27 with ROC. Conversion of private to public requires at least 7 members and 3 directors. Conversion of OPC to private is mandatory when paid-up capital exceeds Rs. 50 lakh or turnover exceeds Rs. 2 crore.
Change in Business Objects / Activities: To add new business activities or change the existing object clause of the company, a special resolution must be passed and Form MGT-14 filed with ROC within 30 days. The altered MOA reflecting the new objects must also be filed. If the company is listed, SEBI approval may be required for material changes in business objects.
LLP Agreement Amendment: Any change in the LLP agreement — profit sharing ratio, capital contribution, partner roles, business activities, or other terms — must be filed with the ROC using Form 3 within 30 days of the amendment. The filing must include the supplementary LLP agreement signed by all partners. Late filing attracts a penalty of Rs. 100 per day.
Change in Financial Year: A company can change its financial year (which is April-March by default) by passing a special resolution and filing Form MGT-14 with ROC. The approval of the Tribunal (NCLT) is required if the change results in a financial year exceeding 15 months. An LLP can change its financial year by amending the LLP agreement and filing Form 3.

Benefits of Timely Amendments

  • Keep your company's legal records up-to-date and compliant with the Companies Act, 2013 and MCA regulations
  • Avoid penalties and prosecution — late filing of amendments attracts penalties ranging from Rs. 1,000 to Rs. 5 lakh depending on the type and delay
  • Maintain active company status on the MCA portal — non-filing can change status to "ACTIVE-non-compliant" affecting business credibility
  • Protect directors from personal liability — directors are personally responsible for ensuring timely filing of all amendments
  • Enable business growth — capital increase, object clause change, and company type conversion are essential for scaling operations
  • Facilitate funding and investment — investors and banks require up-to-date company records before providing finance
  • Ensure valid contracts — agreements signed with outdated company details (wrong name, old registered office) can face legal challenges
  • Maintain director eligibility — non-compliance with amendment filings can contribute to director disqualification under Section 164
  • Smooth regulatory compliance — updated records make GST filing, income tax compliance, and FEMA compliance easier
  • Professional handling saves time — our experts handle the entire process from drafting resolutions to filing forms and obtaining certificates

Amendment Filing Process

  1. Initial consultation — discuss the required amendment, understand the legal requirements, and assess the timeline and cost
  2. Document preparation — draft the board resolution, shareholders resolution (ordinary/special as required), altered MOA/AOA, and supporting documents
  3. Board meeting — convene a board meeting to approve the amendment and authorize the filing (we prepare the notice, agenda, and minutes)
  4. Shareholder approval — if required, convene an EGM/AGM to pass the ordinary/special resolution (we handle notice, proxy forms, and minutes)
  5. Form preparation — fill in the appropriate MCA form with all required details and attach supporting documents
  6. Digital signature — obtain DSC of the authorized director and practicing professional (CA/CS) for digitally signing the form
  7. MCA filing — submit the form on the MCA V3 portal with the prescribed government fee
  8. ROC processing — for STP forms, approval is instant. For non-STP forms, the ROC reviews and approves within 15-30 days
  9. Certificate issuance — for name change and conversion, the ROC issues a new Certificate of Incorporation
  10. Post-amendment compliance — update all statutory registrations (GST, PAN, TAN, banks, EPFO, ESIC) with the amended details

Documents Required

  • Certificate of Incorporation (current) and Company Identification Number (CIN)
  • Current Memorandum of Association (MOA) and Articles of Association (AOA)
  • Board resolution approving the proposed amendment (certified true copy)
  • Shareholders resolution — ordinary or special as required (certified true copy with attendance register)
  • Altered MOA/AOA reflecting the proposed changes (to be filed with ROC)
  • Form MGT-14 (for resolutions requiring ROC filing) with prescribed attachments
  • Digital Signature Certificate (DSC) of the authorized director
  • NOC from creditors (for registered office change to another state or capital reduction)
  • Newspaper advertisement (for registered office change to another state — one English and one vernacular newspaper)
  • NCLT order (for capital reduction, conversion requiring tribunal approval, or financial year change exceeding 15 months)

How it works?

01

Share amendment details

Tell us what changes you need — name change, address change, director addition, or capital alteration.

02

Document preparation

Our team prepares board resolutions, shareholder approvals, and all required amendment forms.

03

MCA filing

We file the amendment forms (MGT-14, INC-22, DIR-12, etc.) with MCA and pay applicable fees.

04

Updated documents

Receive updated MOA/AOA, fresh certificate of incorporation, or other amended documents.

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Frequently asked questions

A company amendment is any change to the company's constitutional documents (MOA/AOA), statutory details (name, registered office, directors, capital), or legal structure (company type conversion). Amendments are required whenever there is a change in: company name, registered office address, directors/partners, authorized or paid-up capital, business objects, articles of association, financial year, or company type. Every amendment must be filed with the ROC within the prescribed timeline (usually 15-30 days).

The entire process takes approximately 15-25 working days: (1) Name availability check on MCA portal — 1-2 days, (2) Board meeting to approve name change — 1 day, (3) EGM notice period — 21 clear days (can be shorter with consent of 95% members), (4) Pass special resolution at EGM — 1 day, (5) File Form MGT-14 and INC-24 with ROC — 1-2 days, (6) ROC processing and approval — 7-15 days, (7) New Certificate of Incorporation issued — same day as approval. After receiving the new COI, all registrations must be updated within 30 days.

Penalties depend on the type of form and delay period: (1) Form MGT-14 (resolutions) — Rs. 10,000 + Rs. 100/day of default, (2) Form DIR-12 (director changes) — Rs. 10,000 + Rs. 100/day, (3) Form INC-22 (registered office) — Rs. 10,000 + Rs. 100/day, (4) MCA additional fees for delayed e-filing — 2x normal fees for up to 30 days delay, 4x for 30-60 days, 6x for 60-90 days, 10x for 90+ days, (5) For LLP Form 3/4 — Rs. 100/day with no upper limit. Directors can also face prosecution for persistent default.

Yes, a Private Limited Company can be converted to an LLP under the provisions of the LLP Act, 2008 (Section 56-58 and Third Schedule). Requirements: (1) All shareholders must become partners of the LLP, (2) No security interest should be subsisting on the company's assets, (3) File Form 17 with ROC along with incorporation documents of the LLP, (4) The ROC issues a Certificate of Registration upon conversion, (5) The company is deemed dissolved (no winding up required). The process takes 30-60 days.

Form MGT-14 is used to file certain resolutions and agreements with the ROC within 30 days of passing. It is required for: (1) Special resolutions — all special resolutions must be filed, (2) Board resolutions for specific matters — issue of securities, borrowing beyond limits, related party transactions, appointment of sole selling agent, (3) Agreements — shareholders agreements, modification of rights of any class of shares. The form must be accompanied by a certified true copy of the resolution and an explanatory statement. Filing fee depends on the company's authorized capital.

Our charges include professional fees + government fees: (1) Director appointment/resignation — Rs. 2,000 + govt fees, (2) Registered office change (same ROC) — Rs. 2,500 + govt fees, (3) Company name change — Rs. 5,000 + govt fees (Rs. 1,000 for name reservation + filing fees), (4) Authorized capital increase — Rs. 3,000 + govt fees (based on increase amount), (5) MOA/AOA alteration — Rs. 3,000 + govt fees, (6) Company type conversion — Rs. 7,000-15,000 + govt fees. We provide exact cost estimate after understanding your specific requirement.