Object clause mentioned in Memorandum of Association of a company explains–
Main business activity of the company (Main object)
Activities which are necessary for conducting the main business activity (Ancillary objects)
A company may want to change its main object or the ancillary objects. To get this done a company has to follow these steps:
Review the Articles of Association (AOA): The AOA contains the existing object clause of the company. It is important to examine this document to understand any restrictions or procedures related to altering the object clause.
Board Resolution: The board of directors must convene a board meeting to propose the change in the object clause. A resolution is passed by the board to recommend the alteration and call for a general meeting of the shareholders.
Shareholders’ Approval: The proposed alteration in the object clause must be approved by the shareholders through a special resolution passed at a general meeting. The notice of the general meeting, along with the proposed resolution, must be sent to all shareholders in accordance with the specified timelines and procedures.
Filing with Registrar of Companies (RoC): After obtaining shareholder approval, the company must file the necessary forms and documents with the RoC within 30 days. The following forms are typically filed:
Form MGT-14: This form includes the special resolution, explanatory statement, and other required details. It must be filed within 30 days of passing the resolution.
Updated Memorandum of Association (MoA): The MoA must be updated to reflect the changes in the object clause. A copy of the amended MoA should be filed with the RoC.
RoC Approval: The RoC will review the filed documents and, if satisfied, will issue a certificate of incorporation, confirming the change in the object clause. This certificate serves as evidence of the revised object clause.
Other Compliance Requirements: Depending on the nature of the changes, other regulatory bodies or authorities may need to be notified or approvals obtained. For example, if the change involves the alteration of a company’s primary business activity, sector-specific approvals or licenses may be required.
It is important to note that this is a general overview, and the specific process and requirements for changing the object clause may vary depending on the circumstances and provisions of the Companies Act, 2013. It is advisable to consult with legal professionals or company secretaries for precise guidance and compliance with the applicable laws and regulations.
Change in registered Office:
Shifting the registered office of a company refers to the process of changing the officially registered address of the company with the relevant regulatory authorities.
