MOA (Memorandum of Association) of procedure of change in object clause of the private limited company defines the company’s constitution, powers, objectives for which it is formed, and its relationship with the outside world. It is the foundation of the company’s structure. The object can be defined as the purpose and area of activity for which the company is being incorporated. Any business falling within the area of object clause would be intra vires but any business not falling within the area of object clause would be ultra vires. It cannot be resolved even if the shareholders pass a special resolution with the majority of the votes. After incorporation company can change the object clause by way of addition, deletion, modification, substitution, or in any other way.
Companies intended to make changes in the object clause of MOA will have to comply with the provisions Section 13 read with Rule 32 of the Companies (Incorporation) Rules, 2014.
Filing of Form MGT-14 with ROC:
The company must file e-Form MGT-14 with ROC within 30 days of passing the Special Resolution at the General Meeting.
First download form MGT-14 from MCA portal (www.mca.gov.in) i.e Home> MCA services> E-filing > Company forms download.
After filling in all the details company needs to attach the following documents:
The e-Form MGT-14 is to be digitally signed by the company's Director/ Manager/Company Secretary/CEO/CFO.
Fee for filing e-Forms MGT-14:
|Nominal Share Capital||Fee applicable|
|Less than 1,00,000||Rs 200|
|1,00,000 to 4,99,999||Rs 300|
|5,00,000 to 24,99,999||Rs 400|
|25,00,000 to 99,99,999||Rs 500|
|1,00,00,000 or more||Rs 600|
The form will be processed in the non-STP mode for the Memorandum of Association.
The word Ultra Vires means “beyond the powers of”. The MOA of the company defines the object for which the company is established. An act of the company cannot be beyond the object clause else it will be ultra vires. It cannot be resolved even if the shareholders pass a special resolution with the majority of the votes.
The company can change its object by passing a special resolution at the General Meeting of the company and if Company has more than 200 members, required to pass a special resolution by way of a postal ballot and make alterations to the MoA of the company.
A private limited company may change its objects as mentioned in its Memorandum of Association by passing a special resolution at the General Meetings of the company and filing form MGT-14 with ROC within 30 days from the date of passing the special resolution.
The change in objects of the company will be effective only on registration of special resolution.