How to Change Company object under Companies Act, 2013?

The process to change company object is given under the Companies Act, 2013. The object clause determines the list of activities performed by a company after the incorporation. It is specified in the Memorandum of Association (MOA) and any act that is carried out beyond the object and powers is called ultra-vires. The object clause is the most important clause which is decided by the subscribers of the company. The memorandum contains five clauses which are name clause, registered address clause, object clause, liability clause and capital clause. In this blog, we will be discussing the process with the form filled with ROC and reasons for the change in the object clause. The process for a change in the object clause of the Memorandum is as given below: Step 1: Calling of Board meeting For changing the object clause in the Memorandum of Association (MOA), the first step is issuing a notice for convening a meeting of the board of directors. The agenda for the board meeting of directors is as follows: Step 2: Issue notice for conducting an Extra-ordinary general meeting (EGM) Step 3: Holding the general meeting to change company object A special resolution is passed by the members of the EGM. A specific clause in passing a special resolution is when a company raised funds from the public by issuing a prospectus and has unutilized funds, it has to make some disclosures by passing a special resolution. The special resolution of the members will be required by postal ballot. A notice will be issued to the members containing the details – Step 4: E-Form MGT filled with Registrar of Companies (ROC) After the special resolution is passed at the EGM, the authorized director or the company secretary will be filing Form MGT-14 with the ROC. The other documents which are provided as attachments to the form are as follows: Step 5: Issuance of fresh certificate of incorporation After receiving the E-Form MGT-14, the ROC will evaluate the form and documents attached thereto, and the alteration of the company object by issuing a fresh incorporation certificate. Step 6: Incorporating object clause in MOA and AOA After the certificate of incorporation is received by the company, the object clause is incorporated in all copies of the MOA. The company can start new business activities after receipt of approval from the Ministry of corporate affairs (MCA). Certified Copy of the resolution passed for change company object at the Board meeting by the directors of _______________ Private limited held on _____________ at the registered office change of the company at ____________ 11.00 a.m. and concluded at 11.30 a.m. ‘Resolved that pursuant to the provision of Section 13 and other provisions of the Companies Act, 2013 and the rules made thereunder, consent of shareholders of the company be and is hereby accorded, subject to the approval of the Registrar of companies of the memorandum of association of the company To carry on the business of ______________ Resolved further that for the given purpose of taking effect to this resolution, Mr./Mrs. (Name of the director) and (Company secretary) be and hereby authorized to change company object on behalf of the company, to do all such acts, deeds and things as necessary to sign and execute all necessary documents, applications and returns to the aforesaid resolution with the filing of Form MGT-14 for return of change in object clause with the Registrar of companies. By order of the Board of directors ___________________ Private Limited Director DIN: The following can be the reasons for the change in the business activity of a company: A company is authorized to conduct business activities provided in the object clause of the MOAs of the company. Any type of business outside the scope of the activities mentioned in the MOA needs to change company object is considered unlawful and beyond the powers of the company. However, companies act provides to alter the activities by adding or deleting the objects in the MOA. In this blog, we have discussed the process of alteration and change in the object clause.What is the Process for Change Company Object in the company?
Format of Special Resolution passed in the Extra-Ordinary General Meeting
What are the reasons for change in business activity of a company?
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