How to Alter Object Clause in MOA?

A companies MOA and AOA have many clauses such as Name clause, object clause, registered office clause, liability clause and capital clause. Any of these clauses can be altered through the passing of a special resolution in a company except capital clause that can be altered through the ordinary resolution of a shareholder.

Memorandum of Association of a company defines its relation with the outside world along with the scope of activities. The main purpose of MOA is to provide fundamental conditions on which the company is incorporated under the current companies act.

Note: The content of memorandum of association mostly remain the same only slight variations are seen based on the nature of the company.

What is an Object Clause?

Object clause in companies MOA defines the business activity of the company. The main object is listed in the board resolution.

The objects clause for companies registered under companies act 2013 should classify follows:

  • The main object of the company that the company aims to pursue its incorporation.
  • The object of the company after the main object is attained. (ancillary or incidental object).
  • The states in which the object of the company will extend to.

The object clause states the extent of the companies power and authority, to protect the stakeholders and will tell them about the investment of their money in the companies object. The object of the company shall not be contrary to the laws of the companies act.

Remember: The main object of the company must include not only the object they are dealing in but also the future object which the company might expand to.

Mostly the main object of the company is listed in the first paragraph of the object clause the rest are considered the only ancillary to the main object.

Procedure of Changing Object clause in MOA

The following process is followed to change the object clause in MOA:

STEP- 1 Summon Board Meeting

The first step in changing or altering the Object clause in MOA is to convene board meeting of the director for which a notice is to be issued by the chairman of the company and if there is no chairman then in that case either by a company secretary or by any director of the company.

The Board meeting should be initiated with the following in mind:

  • The meeting should be convened to with basic need of obtaining sanction from the directors for alteration of the main object clause.
  • In the meeting time, date and place of the general meeting should be decided with the consent of the shareholder.
  • The notice of Extra-ordinary general meeting should be given to all the auditors as well as directors for agreement.
  • The notice should contain in detail the reason for filing for the change in the object of the company.

STEP-2 Pass Special Resolution

 Once the Extraordinary general meeting is initiated on the time and place mentioned in the notice of the meeting; the special resolution for the change in the object of the company. For approving special changes in the EGM  a ballot should be conducted.

NOTE: The meeting should be convened within 7 days of the notice filed.

STEP-3  Filling ROC Form

Once the necessary special resolution is passed in the EGM the approval for the same is to be obtained by special resolution with form MGT-14 with MCA within 30 days of the passing of the resolution.

Following attachment are to be filed with MGT-14:

  • Certified copy of the resolution
  • Notice for holding EGM
  • The statement explaining the notice issued
  • Altered memorandum of Association

The registrar will then examine the form MGT-14 and register the changes in the object clause and issue fresh Certificate of incorporation.