Procedure for Alteration in the Object Clause of Memorandum of Association (MoA) of a Private Company

Introduction:

♦ The object clause of the Company is the one of the most important clause of memorandum of association of any Company stating the objects i.e. the business/purpose for which the Company is incorporated and any other matter considered necessary in furtherance thereof.

♦ Any act done by the Company that is beyond the objects and powers as mentioned in the Companies Act, 2013 shall be considered as ultra virus

♦ In case the Company after incorporation wants to change the objects of the Company, they can do so by following the requisite legal procedure as prescribed under Section 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014.

Section 13: Alteration in Object Clause of Memorandum of Association

  • A private company may, by a special resolution and after complying with the procedure specified in Section 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014, alter the provisions of its memorandum.
  • The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with clause (a) of sub-section (6) of this section.
  • No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section.

Procedure for Alteration in the Object Clause of the Memorandum of Association:

Holding of Board Meeting:

  • Calling and convening the Board Meeting by giving notice of not less than seven days for the following purposes:

1. Considering the agenda for alteration of object clause of the Company;

2. Fixation of day, date, time and place of Extra Ordinary General Meeting (EOGM) and approve the notice of EOGM and explanatory statement to be annexed to the notice.

Procedure for holding the Extra Ordinary General Meeting:

  • Issuance of notice of Extra Ordinary General Meeting to all the members, of the Company at least 21 clear days before the actual date of the Extra Ordinary General Meeting in accordance with the Secretarial Standards-II.
  • Extra Ordinary General Meeting of the Company can be held on a shorter notice basis if members of the Company have approved the same.

Holding of Extra-Ordinary General Meeting:

  • Approving and passing the special resolution for alteration of object clause of memorandum of association of the Company.

Filing of Statutory Forms with Registrar of Companies:

  • Filing of form MGT-14 with Registrar of Companies within 30 days of passing of Special Resolution for alteration of object clause of memorandum of association of the Company.
  • Form can be downloaded from the below link:
  • http://mca.gov.in/MinistryV2/companyformsdownload.html

Attachments to be annexed along with Form MGT-14:

  • Signed Certified True Copy of special resolution passed along with the explanatory statement
  • Signed Copy of notice of EOGM
  • Final altered signed memorandum of association
  • In case the EOGM is held at a Signed copy of shorter notice, then the consent as received from the shareholders shall also be attached as an optional attachment.

Fees for Filing the Form in case the Company have Share Capital:

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

Fees for Filing the Form in case the Company not have Share Capital: Rupees 200

Additional Fees Rules:

Period of delays Fee applicable
Up to 30 days 2 times of normal fees
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 up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

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