Change of object clause


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Change of object clause

Change in Object clause of the corporate involves Alteration of Memorandum of Association of the corporate. Section 13 of Companies Act 2013 regulates the method of amendment in Memorandum of Association and is applicable to all or any Companies.

Section13 of the businesses Act, 2013 affect change of object which says that the thing of the corporate are often changed by a special resolution and therefore the Registrar shall register any alteration of the memorandum with reference to the objects of the corporate and certify the registration.

Procedure for change of Change of object clause

Step 1: Pass board resolution

Pass a resolution at the committee meeting to approve the thing clause. A director or the corporate Secretary of the corporate are going to be authorised within the meeting to sign, certify and file the specified forms with the RoC. Also, the Board of Directors will fix each day , time and venue of additional Ordinary General Meeting of members.

Step 2: Special resolution in EGM

In the EGM, a special resolution is going to be gone by the members. Specific clause en passant special resolution If a corporation has raised funds from the general public by issuing prospectus and possesses some unutilized funds out of these, it’s to form some disclosures alongside passing a special resolution.

  • The special resolution of the members is going to be obtained by postal ballot. A notice is going to be issued to the members which can contain the small print –
  1. Total money received (from the public by issuing prospectus)
  2. Total money utilized for the objects stated within the prospectus
  3. Unutilized money out of the entire money received by issuing a prospectus
  4. Details for the proposed change within the objects
  5. Justification for the change within the objects
  6. Amount proposed to be utilized for the new objects
  7. The estimated financial impact of the proposed change on the earnings and income of the corporate
  8. Other relevant information
  9. The place from where an individual interested can obtain a replica of the notice of resolution to be passed.
  • The special resolution is going to be published within the newspapers (one in English and one in vernacular language) within the city where the registered office of the corporate is found.
  • SR also will be placed on the website of corporate.
  • Dissenting shareholders (who vote against the choice of object clause) are going to be given a chance by the promoters and other shareholders to exit.

If the corporate hasn’t received any funds from the general public, or the funds received are fully utilized, then the corporate isn’t required to form the disclosures, only the special resolution would be enough.

Step 3: MGT-14 to be filed with RoC

Once the special resolution is passed at the EGM, the authorised director or the corporate secretary will file Form MGT-14 with the RoC. along side MGT-14, other documents to be filed are–

  • Certified copy of the special resolution
  • Notice of additional Ordinary General Meeting (EGM)
  • Explanatory statement to the notice
  • Altered Memorandum of Association

Step 4: Issuance of fresh certificate of incorporation

After receiving MGT-14, the RoC will examine the shape , and if they’re satisfied, they’re going to register the change in object clause by issuing a fresh certificate of incorporation. Object clause change isn’t completed until the RoC issues a fresh certificate of incorporation.

Step 5: Incorporating object clause in MoA and AoA

As per Section 161(2) an organization May appoint, if the articles c

Once the certificate of incorporation is received from the RoC, the thing clause must be incorporated altogether the copies of Memorandum of Association.

onfer such power on company or a resolution is passed (if an Director is absent from India for a minimum of three months).

Procedure for change of object clause


Change of object clause



Change of object clause

Change of Company name

Rs. 12,499/-


Change of object clause

Change of Company name

Digital signature certificate (DSC)

Rs. 15,499/-

Frequently Asked Questions

Answer: Process is as follow

1. Hold the committee meeting

2. Convene a general meeting

3. Filing and costs

Answer: Section 13 of the businesses Act 2013 governs the method of the alteration or change in Object Clause.

Answer: a corporation must file a Special Resolution for the method of Alteration or Change within the Object Clause.

Answer: The term “Object Clause” denotes the third clause within the MOA (Memorandum of Association) of any business. Further, it includes the objectives, purposes, and other necessary matter regarding the corporate or business.

Answer: The steps included within the process to vary the thing clause within the MOA are Pass Board Resolution, Convene EGM, Pass Special Resolution, File MCA Form MGT 14, Issuance of the fresh COI (Certificate of Incorporation), and therefore the Incorporation of latest Object Clause within the MOA.

Answer: Section 13(2) of the businesses Act 2013 deals with the restrictions on the alteration or change of the thing Clause.

Answer: the 2 main objectives of the thing Clause are, it explains the ambit of the company’s operations provides the small print regarding each activity and explains the utilization of the capital provided by the members.

Answer: Yes, a corporation can amend its object clause if it wants to expand its business operations.

Answer: All the small print regarding the changes to be made within the object clause, alongside the copy of MOA and AOA are required for the alteration of the thing Clause.

Answer: The alteration or the change made within the object clause are going to be implemented only after the receipt of the approval from the ROC regarding the appliance filed.