Change in Objects (MOA)
Drafting of revised MOA
Filing of MGT-14 form with MCA
Obtaining alternation certificate from RoC
Preparation of necessary documents and completing compliances as per Secretarial standards
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₹ 2,499/- only
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Introduction:
Are you planning for making changes to the object clause of the Memorandum of Association (MOA) under the Companies Act, 2013? The MOA serves as the charter of the company and defines its scope of activities and relationships with its members. The object clause determines the purpose and range of activities of a company.
Section 13 of the Companies Act, 2013 covers the alteration of the object clause. This article outlines the basic process to change the object clause of the MOA in accordance with the Companies Act, 2013.
List of Documents Required
Memorandum of Association
Certificate of Incorporation
New Objects of the Company
Digital Signature Certificate (DSC)
Resolution and Notices (Formats will be provided)
How Does It Works?
Form Submission
Callback From Our Team
Final Quote And Payment
Document Submission
Filing of MGT-14 (UPTO 2 Days)
Issuance of Object Alteration Certificate
Procedure for Alteration in Object Clause of Memorandum of Association:
Step 1: Convene a Board Meeting
- Issue a Notice of the Board Meeting to all directors at least 7 days before the meeting.
- Attach Agenda, Notes to Agenda, and Draft Resolution.
Step 2: Hold the Board Meeting
- Discuss the proposed new objects of the company.
- Pass a Board Resolution after the selection of the object.
- Obtain approval to change the object clause and recommend the proposal for consideration by the members through a special resolution.
- Fix the date, time, and venue of the General Meeting and authorize a director or any other person to send the notice to the members.
Step 3: Issue Notice of General Meeting (Section 101)
- Issue Notice of Extraordinary General Meeting (EGM) at least 21 days before the actual date of the meeting.
- EGM can be called on shorter notice with the consent of the majority in number and ninety-five percent of such part of the paid-up share capital of the company giving a right to vote at the meeting.
- Send the notice to all directors, members, and auditors of the company.
- The notice should specify the place, date, day, and time of the meeting and contain a statement on the business to be transacted at the EGM.
Step 4: Hold the Extraordinary General Meeting (EGM)
- Conduct the EGM on the specified date, time, and venue.
- Pass a Special Resolution to approve the alteration in the object clause of the MOA.
- Ensure the resolution is passed by the requisite majority of shareholders as per Section 114 of the Companies Act, 2013.
Step 5: File Form MGT-14 with the Registrar of Companies
- Within 30 days of passing the Special Resolution, file Form MGT-14 with the Registrar of Companies.
- Attach certified true copies of the Special Resolutions, explanatory statement, copy of the Notice of the meeting, and the altered memorandum of association.
- Pay the prescribed filing fees.
Step 6: Obtain Approval from the Registrar of Companies
- The Registrar of Companies will examine the filed documents and verify compliance with legal requirements.
- If satisfied, the Registrar will issue an approval letter for the alteration in the object clause.
Conclusion:
For changes in objects in MOA and ROC compliances for such changes, please contact us. Our team of experts at Instafiling can provide tailored assistance to meet your specific requirements.
FAQs
The “objects” of a company refer to the specific activities or purposes for which the company was established, and these are specified in the memorandum of association of the company.
When a company changes its objects, it means that it is modifying or updating the activities or purposes for which it was initially formed.
A company may want to change its objects for various reasons, such as expanding into new business areas, adapting to market changes, or aligning with strategic goals.
To change the objects of the Company, following procedure is followed:
- Conducting Board Meeting and passing of Board Resolution;
- Calling EGM and passing of special resolution;
- Filing of Form MGT-14 with ROC.
The authority to approve changes in the objects of a company is usually vested in the shareholders, who may need to pass a special resolution or provide their consent through a specific voting process.
Yes, a company can change its objects multiple times, as long as it complies with the legal requirements and procedures for making such changes.
Yes, shareholders need to approve changes in company objects through a vote or a resolution.
Changes in company objects can have implications for existing contracts and agreements, which may need to be reviewed and potentially amended or terminated to align with the new objects.
Changing company objects may have tax implications, such as affecting the applicability of certain tax incentives or triggering tax obligations related to the new activities or purposes.
The notice of change of objects should typically include the details of the proposed changes, the reasons for the change, and any relevant information required by the jurisdiction or regulatory authorities.
Yes, Form MGT-14 is required to be filed for changing the main objects of the company.
The time it takes for changes in company objects to become effective can vary, depending on factors such as the jurisdiction, the complexity of the changes, and any regulatory review or approval processes involved. However, the same may take around 5-6 days for approval.
It is possible for the company’s objects to be challenged or contested by stakeholders, particularly if the changes are deemed to be inconsistent with the company’s legal obligations or if they adversely affect the rights or interests of certain stakeholders.
