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    544 Process of Change in Object Clause of Company

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    uma mishra
    This document provides a six-step process for altering the object clause of a company's Memorandum of Association under the Companies Act of 2013. The steps include convening a board meeting to pass a resolution to change the object, issuing notice of a general meeting, holding the general meeting to pass a special resolution, filing the resolution with the Registrar within 30 days, and incorporating the alteration. Sample board and shareholder resolutions for changing the object clause are also provided.

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    544 Process of Change in Object Clause of Company

    Uploaded by

    uma mishra
    67 views6 pages
    This document provides a six-step process for altering the object clause of a company's Memorandum of Association under the Companies Act of 2013. The steps include convening a board meeting to pass a resolution to change the object, issuing notice of a general meeting, holding the general meeting to pass a special resolution, filing the resolution with the Registrar within 30 days, and incorporating the alteration. Sample board and shareholder resolutions for changing the object clause are also provided.

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    This document provides a six-step process for altering the object clause of a company's Memorandum of Association under the Companies Act of 2013. The steps include convening a board meeting to pass a resolution to change the object, issuing notice of a general meeting, holding the general meeting to pass a special resolution, filing the resolution with the Registrar within 30 days, and incorporating the alteration. Sample board and shareholder resolutions for changing the object clause are also provided.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    67 views6 pages

    544 Process of Change in Object Clause of Company

    Uploaded by

    uma mishra
    This document provides a six-step process for altering the object clause of a company's Memorandum of Association under the Companies Act of 2013. The steps include convening a board meeting to pass a resolution to change the object, issuing notice of a general meeting, holding the general meeting to pass a special resolution, filing the resolution with the Registrar within 30 days, and incorporating the alteration. Sample board and shareholder resolutions for changing the object clause are also provided.

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    DIVESH GOYAL Mob: +918130757966

    Practicing Company Secretary [email protected]


    GOYAL DIVESH& ASSOCIATES

    SERIES
                PROCESS OF ALTERATION IN  
    543 
               OBJECT OF COMPANY 
    (Object clause of Memorandum of Association)
    Date: 10th February, 2020

    Section 13(9) read with Rule 32 of the Companies (Incorporation) Rules,


    2014

    SHORT SUMMARY:
    This Article contains the procedure for change in Object clause of the
    Company Under Companies Act, 2013 with detailed documentation
    required. I hope this document would be of some help w.r.t. professional
    workings. Memorandum of association is the charter of the company and
    defines the scope of its activities. Memorandum of association defines the
    relation of the company with the rights of the members of the company
    interest and also establishes the relationship of the company with the
    members.

    The Memorandum of Association (MOA) of a company has object clauses


    that determine the purpose and range of activities of a company. After
    incorporation of a company, it may want to change object clause. This
    requires alteration in the MOA of the company and section 13 of the
    Companies Act 2013 covers the same. Ever clause on the MOA can be
    altered (with the exception of capital clause which requires an ordinary
    resolution to be passed) by passing a special resolution as mentioned in
    section 13. We cover the basic process to change the object clause of MOA
    of a company as per Companies Act 2013.
    DIVESH GOYAL Mob: +918130757966
    Practicing Company Secretary [email protected]
    GOYAL DIVESH& ASSOCIATES

    Chapter II Incorporation of Company and Matters Incidental Thereto


    Provisions of the Companies Act, 2013: Section 13: Alteration of
    Memorandum.

    Company can alter its object clause by way of addition, deletion,


    modification, substitution, or in any other way, only if it wants:

    STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

    STEP‐I‐ Convene A Board Meeting: (As per section 173 and SS-1)


    ƒ Issue Notice of Board Meeting to all the directors of company at least 7 days before
    the date of Board Meeting.
    ƒ Attach Agenda
    ƒ Notes to Agenda
    ƒ Draft Resolution

    STEP: II‐ Hold the Board Meeting: 
    ¾ Proposed new Objects of the company.
    ¾ Pass Board Resolution after Selection of Object.
    ¾ Get Approval to change in the objects clause and recommending the proposal for
    members' consideration by way of special resolution.
    ¾ Fixing the date, time, and venue of the general meeting and authorizing a
    director or any other person to send the notice for the same to the members.
     

    STEP‐ III: Issue Notice of General Meeting: (Section 101)
    Notice of EGM shall be given at least 21 days before the actual date of EGM. EGM can
    be called on Shorter Notice with the consent of atleast 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 such a meeting:
    DIVESH GOYAL Mob: +918130757966
    Practicing Company Secretary [email protected]
    GOYAL DIVESH& ASSOCIATES

    ƒ All the Directors.


    ƒ Members
    ƒ Auditors of Company

    The notice shall specify the place, date, day and time of the meeting and contain a
    statement on the business to be transacted at the EGM.

    STEP‐IV‐ Hold General Meeting: (Section 101) 
    ƒ Check the Quorum.
    ƒ Check whether auditor is present, if not. Then Leave of absence is Granted or Not.
    (As per Section- 146).
    ƒ Pass Special Resolution.[Section-114(2)]
    ƒ Approval of Alteration in MOA.

    STEP‐V‐  Filing and fees: 

    File FORM NO. 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:-

    ATTACHMENTS: 

    ƒ Certified True Copies of the Special Resolutions along with explanatory statement;
    ƒ Copy of the Notice of meeting send to members along with all the annexure;
    ƒ A printed copy of the Memorandum Article of Associations.
    ƒ Copy of Attendance Sheet of General Meeting.
    ƒ Shorter Notice Consent, if any.
    DIVESH GOYAL Mob: +918130757966
    Practicing Company Secretary [email protected]
    GOYAL DIVESH& ASSOCIATES

    STEP‐VI‐ Follow up: 

    ¾ The Registrar shall then accordingly register the alteration and issue a certificate
    which will be the conclusive evidence that all the requirements with respect to
    the alteration have been duly complied with by the company.
    ¾ The alteration shall be complete and effective only on the issue of certificate by
    the Registrar.
    ¾ Incorporate the alteration in every copy of the memorandum.

    DRAFT

    SAMPLE BOARD RESOLUTION FOR

    Change in Object Clause of the Company


    “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable
    provisions, if any, of Companies Act, 2013, (including any statutory modifications or
    re-enactment thereof, for the time being in force), and the rules framed there under,
    consent of the Board of Directors of the Company be and is hereby accorded, subject
    to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject
    to the approval of Shareholders in General Meeting, to append following sub clause
    (4) after sub clause (3) of clause III (A) of the Memorandum of Association of
    Company:

    (4) “To carry on the Manufacturing and Business


    ………………………………………….”
    DIVESH GOYAL Mob: +918130757966
    Practicing Company Secretary [email protected]
    GOYAL DIVESH& ASSOCIATES

    FURTHER RESOLVED THAT for the purpose of giving effect to this resolution,
    Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the
    Company, to do all acts, deeds, matters and things as deem necessary, proper or
    desirable and to sign and execute all necessary documents, applications and returns
    for the purpose of giving effect to the aforesaid resolution along with filing of
    necessary E-form as return of appointment with the Registrar of Companies, NCT of
    Delhi and Haryana.”

    SAMPLE SHAREHOLDERS RESOLUTION FOR:


    Change in Object Clause of the Company
    “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable
    provisions, if any, of Companies Act, 2013, (including any statutory modifications or
    re-enactment thereof, for the time being in force), and the rules framed there under,
    consent of the shareholders of the Company be and is hereby accorded, subject to
    the approval of the Registrar of Companies, NCT of Delhi & Haryana, to append
    following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of
    Association of Company:
    (4) “To carry on the Manufacturing and Business
    ………………………………………….”
    FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
    ABC, Director of the Company be and is hereby authorised, on behalf of the
    Company, to do all acts, deeds, matters and things as deem necessary, proper or
    desirable and to sign and execute all necessary documents, applications and returns
    for the purpose of giving effect to the aforesaid resolution along with filing of
    necessary E-form as return of appointment with the Registrar of Companies, NCT of
    Delhi and Haryana.”
    DIVESH GOYAL Mob: +918130757966
    Practicing Company Secretary [email protected]
    GOYAL DIVESH& ASSOCIATES

    (Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company


    Secretary in Practice from Delhi and can be contacted at
    [email protected]).

    Disclaimer: The entire contents of this document have been prepared on


    the basis of relevant provisions and as per the information existing at the
    time of the preparation. Although care has been taken to ensure the
    accuracy, completeness and reliability of the information provided, I
    assume no responsibility therefore. Users of this information are
    expected to refer to the relevant existing provisions of applicable Laws.
    The user of the information agrees that the information is not a
    professional advice and is subject to change without notice. I assume no
    responsibility for the consequences of use of such information. IN NO
    EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
    SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT
    OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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