Change of Object of the Company

According to the rule 29 of Companies Rules, 2014, the Memorandum of Association (MOA) of a company contains object clauses that ascertain the objective and scope of activities of a company. After the incorporation of a company, there might be the need to alter the object clause. To perform this, there comes the need to make changes in the MOA of the company and section 13 of the Companies Act 13 of the Companies Act 2013.

A company can choose to modify its object clause by way of addition, deletion, modification, substitution, or in any other way, only if it wants:

Procedure for change in the object clause of Memorandum of Association (MOA):

STEP: 1

Organize A Board Meeting: To change the object clause in Memorandum of Association of Company By giving Notice of at least 7 days.

STEP: 2

Schedule the Board Meeting:

• In the Board meeting, the following resolutions need to be passed:-
• Seek Approval to alter the objects clause and recommending the proposal for members’ consideration by way of special resolution.
• Deciding on the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
• Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date of the EGM :

1. All the Directors.
2. Members
3. Auditors of Company

• The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

STEP-3

• Arrange a general meeting:
• Check the Quorum.
• Determine whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)]
• Support Alteration in MOA & AOA.

STEP-4

Filing and fees:

I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-

• Certified True Copies of the Special Resolutions along with explanatory statement;
• Copy of the Notice of meeting send to members along with all the annexure;
• A printed copy of the Altered Memorandum.

STEP-5

Follow up:

I) The Registrar shall then consequently register the alteration and release a certificate which will act as decisive evidence that all the requirements with respect to the alteration have been duly complied with by the company.

II) The alteration shall be comprehensive and effective only on the issue of certificate by the Registrar.

III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013.

IV) Incorporate the alteration in every copy of the memorandum.

Note: As per Companies Act-2013 Ministry Prescribed new sets of Memorandum of Association as per sections of Companies Act, 2013. So it is advisable to adopt new sets of Memorandum of Association of company at the time of Alteration in Object Clause of Memorandum of Association.

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