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Company is authorised to change the object clause of the MoA with the approval of its shareholders. Company needs to call and hold an EGM to pass a special resolution for the modification of the object clause of MoA.
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Change Objective/Activity

An Overview - Change the object clause of Pvt. Ltd. Company

Objects are the part of the Memorandum of Association (MOA) that states the purpose for which the Company is being founded. The Company is not permitted to operate in violation of its object clause. In any case, no company may operate contrary to the requirements of its Memorandum, and if it does, the transaction will be void as ultra vires.

These objectives serve as the framework for the company's activities, and their rationale for existence is typically defined during the company's incorporation. However, these objectives may need to be adjusted in certain circumstances, such as when the company decides to add new activities or meets other such requirements.

We, Startup Club India, ensure perfect customer satisfaction and timely delivery of services by team of qualified expert team and Chartered Accountants. With Startup Club India, you will get proper amended documents after getting approval from ministry of corporate affairs.

Process to change the objective of the company

  • 1

    Issue Notice of Board Meeting: (As per section 173 and SS-1)

    • Send a Notice of Board Meeting to all company directors at least seven days prior to the meeting's date.
    • Include an agenda.
    • Agenda Notes.
    • Proposed Resolution.
  • 2

    Convene the Meeting of Board of Directors:

    • Proposed new company objectives.
    • Adopt a Board Resolution following the selection of an object.
    • Obtain approval for a revision to the objects clause and to recommend the proposal to members by special resolution.
    • Establishing the date, time, and location of the annual general meeting and enabling a director or another person to send notice to members.
  • 3

    Issue Notice of General Meeting: (Section 101)

    A notice of the EGM must be given at least 21 days prior to the EGM's actual date. A shorter notice EGM may be held with the permission of at least a majority in number and ninety-five percent of the company's paid-up share capital entitled to vote at such a meeting:
    • Each Director
    • Members
    • Company's auditors
    The notice shall indicate the meeting's location, date, day, and time, as well as a summary of the matter to be conducted at the EGM.
  • 4

    Convene a general meeting: (Section 101)

    • Ascertain the quorum.
    • In the absence of an auditor, verify that he or she is present. After that, the leave of absence is granted or denied. (As specified in Section 146).
    • Adopt a Special Resolution.
    • Approval of a Modification to the Memorandum of Association.
  • 5

    File and pay fees:

    Within 30 days of enacting the special resolution, file FORM NO. MGT-14 (Filing of Resolutions and Agreements with the Registrar under Section 117) with the Registrar, along with the appropriate filing and the following documents:
    • Certified True Copies of Special Resolutions, together with an explanation;
    • Members receive a copy of the notice of meeting, as well as all annexes;
    • A printed copy of the Altered Memorandum of Association (MOA);
    • A copy of the General Meeting's attendance sheet;
    • Consent with a shorter notice period, if applicable.
  • 6

    Continuation:

    • The Registrar shall then register the alteration and issue a certificate certifying that the company has complied with all applicable requirements.
    • The modification shall be complete and effective only upon the ROC's issuance of a certificate.
    • Make the change to each copy of the memorandum.

Documents Required to change the object clause

The documents required for to change the object cause are:-

  • Notice of EGM
  • A true copy of the special resolution that has been attested
  • Minutes of board meetings and annual general meetings
  • Amended MOA with required modifications
  • A correct copy of the board resolution attested by a notary public (optional)
  • Identification proof of all directors of the company
  • Affidavits of all directors of the company
  • Attendance register or attendance sheet for board and general meetings

FAQs on Changing Object Clause of the Company

Objects are the part of the Memorandum that states the purpose for which the Company is being founded.

The Company's 'Principal Objectives' shall be followed immediately upon establishment. The incidental or ancillary objects are just a subset of the primary object that the Act requires to be mentioned explicitly to avoid ambiguity.

It will take at least 8 to 10 working days to change the object clause of the company.
Company is authorised to change the object clause of the MoA with the approval of its shareholders. Company needs to call and hold an EGM to pass a special resolution for the modification of the object clause of MoA.
A Memorandum of Association (MoA) serves as the company's charter. It is a legal document created during the establishment and registration of a business to clarify the company's relationship with its shareholders and to specify the purpose for which the business was formed.

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