Change in Object Clause of Company
The object clause of a company's Memorandum of Association defines the activities and purposes for which the company is incorporated. If a company wishes to change its object clause, it must follow the legal process set out under the Companies Act, 2013. The process involves the following steps:
Conduct Board Meeting: The board of directors must conduct a meeting to pass a resolution proposing the amendment of the object clause of the Memorandum of Association.
Pass Special Resolution: The company must then pass a special resolution in a general meeting of the shareholders approving the proposed amendment.
File Form MGT-14: The company must file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the special resolution.
File Form INC-24: The company must file Form INC-24 with the ROC within 30 days of passing the special resolution.
Approval from ROC: The ROC will review the forms filed by the company and may seek clarifications or additional information. If satisfied, the ROC will issue a Certificate of Registration of the Special Resolution.
Amend Memorandum of Association: Once the Certificate of Registration of the Special Resolution is obtained, the company must amend its Memorandum of Association by filing Form INC-27 with the ROC.
The following documents are required for changing the object clause of a company:
- Board resolution proposing the amendment to the object clause
- Special resolution passed by shareholders approving the amendment
- Copy of the notice convening the general meeting and the minutes of the meeting
- Form MGT-14
- Form INC-24
- Updated Memorandum of Association
It is important to note that any change to the object clause of the Memorandum of Association will affect the activities and purposes of the company. Therefore, the company must ensure that the proposed amendment is in line with the company's business objectives and long-term strategy. Additionally, the company must also update its other legal documents and inform all stakeholders about the change in the object clause.