Change Objective/Activity
Modify Your Company’s Object Clause with NR Filing
Update the MOA under Companies Act, 2013
Thinking about updating the object clause of your company’s Memorandum of Association (MOA)? The MOA is the cornerstone document of any company—it outlines the company’s scope of operations and defines the activities it is legally permitted to undertake.
If your company plans to venture into new business areas or revise its current objectives, it’s essential to update the object clause. The process for doing so is governed by Section 13 of the Companies Act, 2013.
In this article, we explain how to legally alter your object clause and how NR Filing can guide you through a smooth and compliant procedure.
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- Current Memorandum of Association (MOA)
- Certificate of Incorporation
- Proposed new object(s) to be included
- Digital Signature Certificate (DSC)
- Draft board resolution, EGM notice, and special resolution (we’ll provide the formats)
Updating your object clause can be legally intricate. With NR Filing, you benefit from:
Expert consultation and eligibility analysis
Professionally drafted resolutions and notices
Timely ROC filing and error-free documentation
Ongoing support until final approval is granted
Step 1: Schedule a Board Meeting
- Send notice to all directors at least 7 days in advance.
- Include the meeting agenda, detailed notes, and a draft resolution for review.
Step 2: Conduct the Board Meeting
- Discuss the revised objectives proposed for the company.
- Pass a resolution approving the amendment and call for a shareholder meeting (EGM).
- Fix the date, time, and venue for the EGM and authorize a director to send the notice.
Step 3: Send Notice for the Extraordinary General Meeting
- Issue the EGM notice at least 21 days before the meeting date.
- For shorter notice, obtain written consent from 95% of shareholders entitled to vote.
- Notify all stakeholders, including directors, members, and auditors.
- The notice should include meeting details and an explanatory statement outlining the proposed changes.
Step 4: Hold the EGM
- Organize the EGM at the scheduled date and location.
- Present and approve the special resolution to change the object clause.
- Ensure the resolution passes with the majority required under Section 114 of the Act.
Step 5: Submit Form MGT-14 to the ROC
- File Form MGT-14 within 30 days of the special resolution being passed.
- Include supporting documents such as:
- A certified copy of the resolution
- The EGM notice and explanatory statement
- The updated MOA
- Pay the statutory filing fees as applicable.
Step 6: Receive ROC Confirmation
- The ROC will examine the submission for accuracy and compliance.
- Once satisfied, the Registrar will issue formal approval reflecting the change in the object clause.
