Change in Object Clause

Overview

The Memorandum of Association (MoA) is a document which sets out the constitution of a company and is therefore the foundation on which the structure of the company is built. The object of the company is mentioned in the object clause of the MoA. For the purpose of change in object, the MoA of the company is required altered therefore process of alteration of memorandum is to be followed.

PROCEDURE FOR CHANGE OF OBJECT

• STEP 1 - Meeting of Board of Directors of the company is to be conducted to pass resolution for:
  • Approving the proposed changes in the object clause of the MoA.
  • Approving notice of general meeting and fixing time, date and venue of the general meeting for passing special resolution.
  • Authorising person to issue notice of general meeting on behalf of the board.
• STEP 2 - Holding General Meeting : After issuing 21 days clear notice to the members of the company hold general meeting and pass special resolution for approving changes in the object clause of the MoA.
• STEP 3 -Filing with Registrar : Once special resolution for alteration of MoA is passed in General Meeting file form MGT-14 along with the copy of the special resolution and copy of altered MoA with the registrar within 30 days of passing resolution.
• STEP-4:Obtain Certificate from Registrar : The company can get certificate of registration of the alteration of the MoA through MCA 21 portal by selecting get Certified Copies.
• STEP-5: Amendment in the MoA : Alteration in the MoA once approved by the Registrar than the company is required to make approved changes in each copy of the MoA or alternatively company can print fresh copies of MoA.

IN CASE OF CHANGE IN OBJECT FOR WHICH MONEY IS RAISED FROM THE PUBLIC

The Company is required to fulfil some additional requirements in case of change in object for which money is raised from the public and company still has some unutilised amount out of it. Following additional conditions should be fulfilled:

• Company shall publish in newspaper details of the resolution passed by it for change of object.
• Details of resolution shall also be placed on the website of the company, if any.
• Notice of general meeting for passing special resolution shall also include following particulars: o Amount of money utilised for the object.
  o Particulars of the proposed changes in object.
  o Total amount of money raised.
  o Unutilised amount of money raised.
  o Amount proposed to be utilised for new object.
  o Estimated financial impact of the alteration.

FORMS TO BE FILED

• MGT-14: filing of special resolution with the Registrar by the company.

ATTACHMENTS OF MGT-14

• Copy of special resolution.
• Copy of Board resolution.
• Notice of general meeting.
• Altered copy of MoA.
• Copy of explanatory statement.