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How to Change Objects of a Company?

Change MOA Objects of Company

How to Change Objects of a Company?

During the incorporation of a company in India, the objects or objective of the company are mentioned in the Memorandum of Association. In some cases, after registration of the company, there maybe a requirement for changing the objective of the company due to various requirement. In this article, we look at the process for changing the objects of a private limited company and public limited company.

Give Notice of Change of Objects

To change the objects of a company, a Board Meeting must be conducted after giving notice to all the Directors of the company to fix the date, time, place and agenda for a General Meeting to pass a Special Resolution for altering the MOA of the Company.  Notice must be issued for General Meeting by giving not less than 21 days notice in writing proposing the Special Resolution with suitable Explanatory Statement.

In case of a listed or unlisted public company having 200 or more shareholders, then the special resolution can be passed only through a postal ballot.

Conduct General Meeting

After providing due notices, the General Meeting must be conducted for passing of the Special Resolution by three-fourths majority.

For listed or unlisted public company, there is no requirement to hold a General Meeting. The Special Resolution must be passed by a postal ballot and the results of the postal ballot can be announced by the Chairman or Director. Further, for listed companies, the following steps must be completed:

  • Copies of the notices sent to shareholders must be send to the stock exchanges, on which the company is listed.
  • Copies of the amendments must be filed with the stock exchange as soon as the company adopts the altered MOA in its general meeting.
  • Copies of the notice and proceedings at the General Meeting must be submitted to the stock exchange.

File MGT-14

On completion of the General Meeting and passing of the special resolution, a copy of the special resolution passed along with an explanatory statement must be filed with the concerned ROC within 30 days. The MGT-14 must be digitally signed by the Managing Director or Manager or Secretary of the Company authorised by Board Resolution along with the digital signature of a Chartered Accountant or Company Secretary in whole-time practice.

Change the MOA

After filing MGT-14 and obtaining approval from the Registrar, the company must make necessary changes to every copy of the Memorandum of Association.