THINGS TO KNOW BEFORE YOU REGISTER- CHANGE IN THE MAIN OBJECT OF THE COMPANY
Sometimes, Objects of the Company is required to be altered, modidfied or changed to expand the business area of the Company.We, the Team at 1Stop.in will be glad to help you for the same at reasonable charges.
Object clause is the clause in the MOA of the Company which defines the main business activity of the company. It defines the main objects that the company is going to pursue after incorporation. The object clause also gather the objects that are necessary/incidental for furtherance of the main objects i.e the objects which help in conduct of the Main Objects of the Company or are necessary to operate main business activity of the company. As the business expand, it needs to add a new business line to its main object clause. Thus, the need arises for the Change in the Object of the Company. Change in Object clause of the company involves alteration of Memorandum of Association of the company. Main provisions related to alteration of memorandum are given in section 13 of Companies Act, 2013 read with Companies Rules, 2014.
Procedure to Change in the Main Objects of the Company
Step - 1 : Obtain approval from the Board of Directors for a change of object
The directors must gather in a properly constituted board meeting to decide on a new object or an adjustment to the company's current object clause. The agenda for the meeting must be included in the notice provided to the directors, and we recommend including the proposed resolution so that the directors arrive prepared. For board meetings, we highly advise adhering to the ICSI criteria outlined in SS-1.
Step - 2 : Call an Extraordinary General Meeting of Shareholders (EGM).
The next obvious step is to seek approval from the company's shareholders. Only a valid extraordinary general meeting can make a decision on behalf of shareholders. To call an EGM, the board of directors must send notice to every company shareholder at least 21 days before the meeting. The agenda, as well as a draught of the proposed resolution to be voted as a special resolution, must be included in the EGM notification
Step - 3 : Form MGT-14 is used to submit a Special Resolution to the ROC.
A special resolution is one in which more than 75% of the voting rights are used to make a decision. Once adopted by the EGM, the special resolution is presented to the ROC for approval. Within 30 days following the resolution's passage, a certified copy of the resolution is filed in Form -MGT-14 with the necessary fee. The modified MOA and a copy of the minutes of the EGM meeting where the special resolution was passed
Most frequent questions and answers
It is mandatory to pass a special resolution and file MGT 14 if you alter MOA and/or AOA as per the Companies Act, 2013.
The Companies Act, 2013 has provided the format of MOA (table A to E of Schedule I) and AOA (table F to J of Schedule I) and the SPICe form INC- 33
and INC – 34 have also adopted the said format of respective table as applicable to the Company. Accordingly, for alteration of MOA and/or AOA, scanned copy of amended MOA and/or AOA will be required to be attached with the e-Form MGT – 14 and not the altered SPICe Form INC – 33 and /or 34.
Always scan the documents in black and white mode. Prior to filling up eForm, visit MCA website, select Company Forms under MCA services and view procedure given under “Useful instructions to optimize the PDF file size while affixing the Digital Signature Certificate (DSC)
Yes, Main Objects of the Company can be changed without changing name of the Company after complying with the provisions of Section 13 of the
Companies Act, 2013.
As per Section 4 (1) (c), the memorandum of a company shall state the objects for which the company is proposed to be incorporated and any matter
considered necessary in furtherance thereof. The Companies Act, 2013 does not provide for ‘Other Objects’.