Alteration of object clause in MOA under Companies Act, 2013

Introduction

Memorandum is a Main Document of the Company which Provide the details about the company like its Name clause, Registered office clause, Liability clause and Object clause for Which it Has Been Incorporated . The Registrar shall register any 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 in accordance with clause (a) of sub-section (6) of this section.

Here’s a simplified guide to navigate this process:

Step 1: Convene a Board Meeting

• Issue a written notice (at least 7 days in advance) to all directors, detailing the meeting’s date, time, venue, and agenda. The agenda should clearly mention the proposal to alter the object clause in the MOA.
• In urgent cases, a shorter notice period may be allowed.

Step 2: Board Resolution for Alteration

• During the board meeting, discuss and decide on the specific modifications required in the object clause.
• Pass a formal board resolution approving the proposed changes to the object clause, subject to shareholder approval.

Step 3: Extraordinary General Meeting (EGM)

• Hold an EGM to obtain shareholder approval for the proposed changes.
• Shareholders will receive a notice beforehand, outlining the EGM’s details (date, time, venue) and the agenda (including the proposal for object clause modification).

Step 4: Special Resolution by Shareholders

• During the EGM, shareholders will vote on the proposal. A special resolution needs to be passed by the shareholders to formally approve the alteration of the object clause.

Step 5: Filing with the Registrar (ROC)

• Within 30 days of passing the special resolution at the EGM, file a certified copy of the resolution electronically with the Registrar of Companies (ROC) using eForm MGT-14.

Step 6: Amending MOA Copies and ROC Approval

• Make the necessary amendments to all copies of the company’s MOA to reflect the approved changes.
• The ROC will review your filing and, upon approval, issue a new certificate of incorporation with the updated object clause.