Procedure For Changing Moa Objects Clause

The objects clause mentioned in the company's MOA determines the purpose and scope of activities for which the company operates. During the

company registration process, the shareholders decide the objects for which the company is formed. If there are changes to be made to the objects during the course of operations, shareholder approval and MCA approval would be required. In the article, we look at the procedure for changing objects clause of a company. You can also refer to the following article: How to change MOA objects clause.

Convening of a Board Meeting

To change MOA objects clause, first issue a notice for convening a meeting of the

Board of Directors. Major agenda for this Board meeting would be the following:

To obtain the in-principal sanction of Directors for the alteration in object clause related to the Memorandum of Association (MOA).
Select date, time as well as place for conducting Extra-ordinary General Meeting (EGM) to obtain consent of shareholders, by means of Special Resolution, for alteration in object clause of Memorandum.
To render support to make notice of EGM all together with Agenda in addition to Explanatory Statement to be suitable as per the notice of General Meeting according to section 102(1) related to the Companies Act, 2013.
To sanction the Director or Company Secretary related to the issue Notice of the Extra-ordinary General meeting (EGM) as permitted by the board related to clause 1(c) above mentioned.
Present Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors as well as the Auditors of the company in agreement with the provisions as per Section 101 of the Companies Act, 2013.

Passing of Special Resolution

Conduct the

Extra-ordinary General Meeting (EGM) on the time, date and place mentioned on the notice of the Extra-ordinary General Meeting. Obtain consent for the special resolution approving changes to the MOA objects clause of the company by means of a ballot.

ROC Form Filing

To now obtain MCA approval, file the special resolution passed by shareholders for amendment of Memorandum with the related Registrar of Companies. Changes to MOA objects clause must be filed using form MGT-14 within 30 days of the passing of Special Resolution along with the approved fees and the following attachments:

Notice related to EGM
Sanctioned True copy related to Special Resolution
Changed Memorandum of Association
Authorized True copy of Board Resolution may perhaps be appended a non- obligatory attachment.

In case of Public Limited Company

In case of change of MOA objects clause in a

public limited company, the following procedures must also be observed:

Details of special resolution must be published in the newspapers (one in English in addition to one in vernacular language). The newspaper should be in circulation at the location where the registered office of the company is located. In addition the newspaper will be placed on the website of the company, if some, mentioning the rationalization and reason for such alteration.
The dissenting shareholders must be provided an opportunity to exit via the promoters and shareholders.

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Frequently Asked Questions

Common questions about Change MOA Objects Clause Procedure.

The objects clause in the MOA determines the scope and activities of a company. Changing the objects clause allows a company to expand or modify its business operations and pursue new opportunities that may not have been initially envisioned during its formation.

The change in the MOA objects clause requires approval from both the company's shareholders through a special resolution passed in an Extraordinary General Meeting (EGM) and the Ministry of Corporate Affairs (MCA) by filing the necessary forms with the Registrar of Companies (ROC).

The first step is to convene a Board Meeting where the directors can provide their in-principle sanction for the proposed alteration in the objects clause and decide on the date, time, and venue for the Extraordinary General Meeting (EGM) to obtain shareholders' approval.

The shareholders' approval is obtained by passing a special resolution in an Extraordinary General Meeting (EGM) through a ballot. The notice for the EGM, along with the agenda and explanatory statement, must be circulated to all members, directors, and auditors as per the Companies Act, 2013.

To obtain MCA approval, the company needs to file Form MGT-14 with the ROC within 30 days of passing the special resolution. The form should be accompanied by the notice of the EGM, a certified true copy of the special resolution, the amended Memorandum of Association, and the prescribed fees.

Yes, for public limited companies, the details of the special resolution must be published in an English newspaper and a vernacular language newspaper circulated at the location of the registered office. The company's website must also mention the rationale for the alteration, and dissenting shareholders must be provided an exit opportunity.

The duration of the process can vary depending on the company's internal procedures and the time taken by the Registrar of Companies (ROC) to process the filings. However, it typically takes several weeks to a few months to complete the entire process.

No, the proposed changes to the MOA objects clause must be within the legal and regulatory framework governing the company's operations. The objects clause cannot be modified to pursue activities that are illegal or contrary to public policy.

No, changing the company's name is not mandatory when altering the MOA objects clause. However, if the proposed changes to the objects clause necessitate a name change to better reflect the company's new business activities, the name change process can be initiated simultaneously.

No, the MOA objects clause cannot be changed retroactively to cover past activities that were not within the scope of the original objects clause. The changes to the objects clause are prospective and only apply to future activities of the company.