How to Start a Change in object clause of (P) Ltd Company

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What is change in object clause of Private limited company

Object clause of a business in MOA of a company defines the objective of the company. It defines the main business activity that company will be carrying on. It specifies the core area of the activity of business. It also includes objects that are necessary for the furtherance of the business.

Change in object clause can be done by alteration of Memorandum of Association of the company. To alter any clause in Memorandum of Association it is required to get the approval of members of the company by way of special resolution.

Procedure for change in Object Clause of Private limited company?

  • Hold board meeting for passing required board resolution for approval of the proposed amendment of object clause in Memorandum of Association of the company subject to approval of Shareholders' in Extra-Ordinary General Meeting.
  • Convene Extra-Ordinary General Meeting and pass Special Resolution for alteration of Memorandum of Association to change object clause of business.
  • File form MGT-14, within 30 days of passing the resolution attaching a printed copy of altered Memorandum of Association.

Frequently Asked Questions

Yes, every clause mentioned in the Memorandum of Association (MOA) except the capital clause is eligible to be altered.

Section 13 of the Companies Act 2013 governs the process of the alteration or change in Object Clause.

A company needs to file a Special Resolution for the process of Alteration or Change in the Object Clause.

The steps included in the process to change the object clause in the MOA are Pass Board Resolution, Convene EGM, Pass Special Resolution, File MCA Form MGT 14, Issuance of the fresh COI (Certificate of Incorporation), and the Incorporation of new Object Clause in the MOA.

The term “Object Clause” denotes the third clause in the MOA (Memorandum of Association) of any business. Further, it includes the objectives, purposes, and other necessary matter regarding the company or business.

The two main objectives of the Object Clause are, it explains the ambit of the company’s operations provides the details regarding each activity and explains the use of the capital provided by the members.

Section 13(2) of the Companies Act 2013 deals with the restrictions on the alteration or change of the Object Clause.

As per the restriction imposed, any company that has some unutilized amount of money raised by the issuance of prospectus needs to pass a special resolution prior to altering the object clause. Moreover, such a resolution must be published in English and Vernacular Language Newspaper.

Yes, a company can amend its object clause if it wants to expand its business operations.

All the details regarding the changes to be made in the object clause, together with the copy of MOA and AOA are required for the alteration of the Object Clause.

The time period required for the approval from ROC varies case to case and documents filed.

The alteration or the change made in the object clause will be implemented only after the receipt of the approval from the ROC regarding the application filed.

No, it is not compulsory for the company to change its name while altering its object clause.

The activities included are divided into 2 parts, first deals with the Main Activity, and the second one relates to all the other Ancillary Activities.

Yes, there is a need for the company to amend or alter its object clause in the event of Amalgamation. The reason for the amendment or alteration is to expand the existing objectives.

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