Change of objects clause in Memorandum of Association (MOA)

Change of objects clause in Memorandum of Association (MOA)

Change of objects of Memorandum of Association

Board Resolution -> File MGT 14 within 30 days -> Certificate for change in objects
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Object clause of memorandum of association of any company states the main business and incidental/ancillary businesses being run by the company on its incorporation. After incorporation company has the option to change the main objects at anytime with the consents of members. Section 13 (9) of the companies, 2013 deals with alteration of object clause of memorandum of association (MOA). AN OBJECT OF THE COMPANY CAN BE CHANGED BY following proper legal formalities and filing MGT 14 form with ROC within the prescribed time limit. ROC shall Issue CERTIFICATE FOR CHANGES IN OBJECTS
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Procedure for alteration of object clause

Addition of new Object or Deletion of existing Object
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Convene board meeting
Convene board meeting by giving not less than 7 days notice to board members to discuss the alteration in object clause and to call Extra-Ordinary general meeting to obtain consent of shareholders by means of special resolution for alteration of objects.
Serve Notice of EGM
Issue notice of extra-ordinary general meeting to all the members, Directors and the Auditors of the Company at least 21 clear days before the actual date of the meeting in accordance with the Secretarial Standards-II.
Pass Board Resolution
Hold EGM and pass resolution for alteration of object clause of MOA
File Form MGT-14
File Form MGT-14 with Registrar of Companies within 30 days of passing the special resolution.
Approval from ROC
Once Form MGT-14 is approved by ROC, the Registrar will issue certificate for change in objects 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.

Documents Requirement for MOA Object alteration

  • Certified True Copy of special resolution passed at EGM
  • Copy of notice of Extra-Ordinary General Meeting with explanatory statement
  • Final altered signed memorandum of association
  • In case the extra-Ordinary general meeting is held at a shorter notice, then the consent as received from the shareholders shall also be attached as an optional attachment

Applicable ROC fee for Object clause change in MOA - Form MGT-14

ROC Fee ( Govt Fee) depends on Share Capital of the the company. More Capital - More Fee
  • Share Capital Upto Rs 99,000 - ROC Fee Rs 200
  • Share Capital Rs 1,00,000 to 4,99,999 - ROC Fee Rs 300
  • Share Capital Rs 5,00,000 to 24,99,999 - ROC Fee Rs 400
  • Share Capital Rs 25,00,000 to 99,99,999 - ROC Fee Rs 500
  • Share Capital Rs 1,00,00,000 and above - ROC Fee Rs 600

Delay or Non-Compliance Penalty

Form MGT-14 is required to file ROC electronically within 30 days of passing the special resolution

Delay Up to 30 days
2 times of normal fees. IF Govt Fee is Rs 200, then Penalty is Rs 400.

More than 30 days and up to 60 days
4 times of normal fees

More than 60 days and up to 90 days
6 times of normal fees

More than 90 days and upto 180 days
10 times of normal fees

More than 180 days
12 times of normal fees

Our Professional Fees & Expenses

MOA Object Clause alteration
Includes CA/CMA/CS attestation
2500 Buy

Note : Govt fee vary from Rs 100 to Rs 600 and higher based on Share Capital of the company. Govt. Fee not included in above professional fee and payable as per actual.

How to Proceed?

Change of objects clause in Memorandum of Association (MOA)

Frequently Asked Questions

    • No, for change in object clause approval of shareholders is required by passing special resolution in general meeting.
    • In order to transact some urgent business, a board meeting can be called by giving a shorter notice. For such urgent meeting, no shorter notice period is specified, which means in appropriate situations, it may be one day or even on the same day also.
    • Yes, you can call Extra-Ordinary General Meeting by giving less than 21 days notice with the written consent of at-least 95% shareholders of the company.
    • Yes, MGT-14 is on approval mode i.e. it has to be approved by the officials of the Registrar of Companies.
    • It takes at-least 10-15 working days in approval of Form MGT-14.
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