Procedure for Change in Object Clause of a Private Limited Company

The procedure for change of object clause in the company includes conducting board meetings and pass board resolution for change in object clause companies act 2013 through member’s meetings for their respective consent. A Fresh Certificate of Incorporation will be issued by RoC after updating the Register of Companies. The company objective change does not impact the existence of the company, which leaves all the assets and liabilities unaffected.

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Introduction

When particularly speaking about the company, the business objectives are set in the main object clause of MoA. These objectives determine the scope of the company’s principal business actions within which it may work. A company cannot undertake those activities, which are not designated in its object clause. The company, which gives all the assets and liabilities unchanged.

With the reason for development or strategic changes, a company may need to undertake new actions or update business activity in MoA. This change in the object clause of MoA is permissible after the approval of shareholders and the permission from the Ministry. 

Why Change Company Objectives?

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New Activities to be undertaken

The addition of new activities is the main reason to change the business objectives. The change isalso backed by the vertical or horizontal expansion of the activities, which were not mentioned while company incorporation. Therefore, prior to undertaking such activities, the company must undertake the change in business activity. 

 
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Takeover of the company

Many times a company is a takeover by another company just for the sake of its market value built. The objects of the company acquired must be updated as required for leading the business further. The object can be changed either before or after the takeover depending on the requirement. 

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Remove abandoned activities

The company’s memorandum is accessible to any person, who may refer it before binding into contractual relations. Hence, one must make sure that the objects are updated with the Ministry even by deleting those activities the company has abandoned to undertake. 

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Current activities are banned or prohibited

Government policies may change anytime, which essentially affects the company and its operations. If the activities undertaken by a company is declared to be prohibited or are banned, such an object must be removed from MoA or changed completely, as required. 

Registration Process Flow

1-2 HOURS
Select Package

Select a package from our wide range of packages online, or speak to our customer care representative regarding your requirements. 

 
2 WORKING DAYS
File the forms with the RoC

We will help you to sign the resolution, certify, andfile the necessary forms with the RoC. 

 
2 WORKING DAYS
Board members Meeting regarding the change in objectives

A special resolution will be issued to all the board members.

 
 
1-2 HOURS
File form MGT-14 with RoC

We will fill the MGT-14 form to the Registrar of Companies (RoC) to proceed further

1-2 HOURS
Incorporation of the MoA and AoA object clauses

After the RoC (Registrar of Companies) issues the incorporation certificate, the company must take steps to incorporate the object clause in all the MoA copies. 

DOCUMENTS REQUIRED

Documents to be submitted by all the directors

  • Self Attested Copy of Pan Card.
  • Self Attested copy of Aadhaar Card / Passport / Driving License / Voter Identity Card
  • Self Attested Copy of Telephone Bill / Mobile Bill / Electricity Bill / Water Bill

Documents required for the change in business objectives

  • Notice regarding EGM
  • Attested copy of Special Resolution
  • Minutes of the meeting of Board and EGM
  • Altered MoA

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  • Issue of Incorporation certificate along with PAN & TAN
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  • Name Search Report
  • Name approval in RUN (Reserve Your Unique Name)
  • DSC(2no) (Extra Dsc Per Director – Rs-1000)
  • Filing Spice Form
  • Issue of Incorporation certificate along with PAN & TAN
  • Include Government Fees & Stamp Duty for Authorized Capital Upto -1 Lakh except for the state of Punjab, MP and Kerala.
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  • Share Certificate (Soft Copy)
  • GST Registration
  • Stamp and Company Seal
  • Bank – Current Account Opening
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(Inclusive All)

  • Name Search Report
  • Name approval in RUN (Reserve Your Unique Name)
  • DSC(2no) (Extra Dsc Per Director – Rs-1000)
  • Filing Spice Form
  • Issue of Incorporation certificate along with PAN & TAN
  • Include Government Fees & Stamp Duty for Authorized Capital Upto -1 Lakh except for the state of Punjab, MP and Kerala.
  • Msme Registration
  • Share Certificate (Soft Copy)
  • GST Registration
  • Trademark Registration
  • 1month free GST filing
  • NDA
  • Guideline for Startup India Registration.
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  • Bank – Current Account Opening
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FAQ's on Company Objective

One should make sure that the new objective also includes all the ancillary activities to the main objective. Also, the name should describe the objective precisely even after the change of the objective, else the RoC may show name change.
 
An application to update business activity is registered within 30 days of getting the consent of shareholders (i.e. General Meeting). It must be seen that approval is obtained before indulging in activities.
It will be valid only after receipt of approval by the RoC for the application executed. Only after approval, the company may conduct updated projects.
Yes, the object clause is part of the Memorandum which must be changed to give the effect of the change of business objective. The said modified MoA shall also be registered with RoC while making an application. Where the Registrar deems it appropriate, he may request for the selection of a new set of Memorandum and Articles in line with the Companies Act, 2013.
 
The change in name of the company is not mandatory in every case. However, where the existing name of the company fails to display the new activities or any connections thereto, the registrar may focus to change the name of the company respectively.
 
If the change of name of the company is made because of a change in the main object of the company, both the procedures can be carried on together. However, as the approval of the government is concerned, the period can differ based on the response and time taken by RoC.
You can follow these steps to change the object clause in Moa:
• Convening of a Board Meeting
• Passing of Special Resolution
• ROC Form Filing