An object clause of Memorandum of Association of any Company outlines the activities which the Company intends to undertake. If any Company wants to pursue any other business which is not stated under object clause , then such companies are required to comply the provisions prescribed under Companies Act, 2013.
What is object clause?
An object clause of a Memorandum of Association is bifurcated into two parts:
Clause 3 (a): The objects to be pursued by the company on its incorporation: It specifies the main activities that a company will carry on.
Clause 3(b): Matters which are necessary for furtherance of the objects specified in clause 3(a): It specifies those activities which are necessary or required to fulfil objects given in clause 3(a).
Types of alteration in object clause
1. Addition in existing clause: This means that if a Company has mentioned three activities in the object clause, then Company can add number of activities that will result into addition in existing clause.
2. Deletion in existing clause: As name suggests, this is alteration in object clause by removing any existing activity of the Company.
3. Modification in existing clause: This is alteration in object clause by making alteration in existing business activities.
Procedure for change of object
- Conduct Board Meeting to consider the change in object of the Company.
- After assent of the board members, call for a general meeting for approval of members to alter object clause inter alia alteration in Memorandum of Association
- Dispatch notices for calling an Extra Ordinary General Meeting (EGM)/ Annual General Meeting (AGM) to all the members in accordance with provisions section 101 of Companies Act,2013 read with secretarial standard 2 on General Meetings
- Accord approval of Members through Special Resolution at Extra Ordinary General Meeting (EGM)/Annual General Meeting (AGM) for object change and alteration in Memorandum of Association.
- File E form MGT-14 to submit special resolution with the Registrar of Companies.
- The Registrar shall register the alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution.
- Post approval of MGT-14, Company should ensure to arrange print for new copies of Memorandum of Association to give effect to the altered object.
What is included in this
- Preparation of documents;
- Filing of Eforms MGT 14;
- Laisioning with department;
- ROC Approval;
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1. Is it mandatory to alter Memorandum of Association in case of object change?
Yes, Memorandum of Association is the primary document of the Company which specifically states the objects under “Object Clause”. It is mandatory to alter MOA for changing object of the Company.
2. What E forms are filed for object change?
E form MGT 14 is filed in case of change of object of the Company.
3. Is there any restriction on object change?
Yes, there are restrictions on change in object as given in Companies Act, 2013, few are given below:
If any company has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company:
· Resolution is required to pass through postal ballot in accordance of section 110 of Companies Act, 2013.
· Company is required to publish an advertisement in English and vernacular language in circulation at the place where the registered office of the company is situated.
· Advertisement should include justification for change in object etc
Is there any Compliance needs to be done post object change approval?
Yes, the Company is required to print of New Memorandum of Association to reflect object change. Further id the Company is regulated under any other Act, then prior approval will be required for such alterations.
Does board have powers to alter object of the Company?