If you would like to change the objectives of your business, you need to first amend the Memorandum of Association. Object clause is in company’s Memorandum of Association which is created and filed with the Registrar of Companies, at the time of incorporation. Object clause specifies those objectives for which a business is incorporated or registered in India. As object clause is a part of Memorandum of Association, any change in the object requires alteration in Memorandum of Association. Every change in the object clause of Memorandum of Association must be duly filed with the Registrar of Companies.
A company may want to change its main object or the ancillary objects. To get this done a company has to follow these steps:
Convening of a Board Meeting
Hold General Meeting and pass Special resolution in EGM
If the company hasn’t received any funds from the public, or the funds received are fully utilised, then the company is not required to make the disclosures, only the special resolution would be enough.
MGT-14 to be filed with ROC
File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents: -
Issuance of fresh certificate of incorporation
The Registrar will issue such certificate which shall be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company. The alteration shall be complete and effective only on the issue of certificate by the Registrar and if they are satisfied, they will register the change in object clause by issuing a fresh certificate of incorporation. Object clause change is not completed until the ROC issues a fresh certificate of incorporation.
Incorporating object clause in MOA and AOA
Once the certificate of incorporation is received from the ROC, the object clause must be incorporated in all the copies of Memorandum of Association.
Object clause is the clause in the MOA of the Company which defines the main business activity of the company. It defines the main objects that the company is going to pursue after incorporation.
Note: earlier under the Companies Act’ 1956 there used to be an Other Object Clause also which defined all other objects that the company could undertake other than the Main and Ancillary objects. This other object clause has now been done away with under the Companies Act’2013.
NO, every company do business as per the object clause beyond the object clause company or LLP no one is doing business.
Process is as follows:
