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Procedure of change in object clause of a private limited company

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.

Procedure of change in object clause of a private limited company

Applicable provisions for the procedure of change in object clause of private limited company:

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.

Procedure for change in object clause of private limited company:

  • Issue notice of the board meeting at least 7 days before the meeting to every director of the company at his address registered with the company and it must contain the time, date, and venue for the meeting.
  • Convene and hold a board meeting to:
  • Pass a resolution for approving the proposed amendments to the company's general object clause& to decide the time, date, and venue for holding the general meeting of the company
  • approve notice of the general meeting and authorize the company secretary or other officer to issue the notice on behalf of the Board.
  • Issue notice of the general meeting to all the members, directors, and auditors of the company. Notice of General Meetings needs to be given at least 21 clear days before the actual date of General Meetings. General Meeting can be called on Shorter Notice with the consent of at least the majority in number and 95 % of the members entitle to vote at the meeting.
  • Convene and hold General meetings to:
  • Pass a special resolution for approval of the change in object clause of the company If the Company has more than 200 members, it is required to pass the special resolution by way of a postal ballot.
  • Authorize any Director of the company to file e- form MGT-14.

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:

  • copy of the special resolution with the explanatory statement annexed to the notice of the meeting
  • an amended copy of the memorandum of association.

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 change in objects of the company shall be effective only on registration of special resolution.
  • Registrar of the company will register the change in object clause by issuing fresh certificate of incorporation. Under mca.gov.in, the user may click MCA services> Document related Services >Get certified copy.
  • Amend each copy of the memorandum of association of the company available in the office.

Frequently Asked Questions

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.

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