Change Company Object

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Change Company Object

Welcome to Compliance Calendar website, where we provide expert guidance and support for businesses/ companies looking to change the main objects in Memorandum of Association (MOA). As your business evolves, you may find that your main objects listed in your MOA (INC-33) no longer accurately reflect your current operations or long-term goals. This can have significant implications, including restrictions on your business activities, difficulty in securing financing or attracting investors, and potential legal issues.

Fortunately, it is possible to change your company's main objects by amending your e-MOA. However, the process of alteration of MOA can be complex and requires careful consideration and planning to ensure that all legal requirements under the Companies Act, 2013 are met, and potential risks are mitigated. That's where Compliance Calendar come in. Our team of experienced professionals comprising of Company Secretaries can guide you through the entire process of changing your company's main objects in your MOA, from identifying the appropriate amendments to drafting the necessary documents and filing them with the MCA official website (Version 3) in form MGT-14 along with filing of E-MOA in INC-33 which is subject to the approval of shareholders by passing Special Resolution and the approval of Central Government (ROC).

We also understand that every business is unique and has its own set of objectives and challenges. Our compliance services are tailored to meet the specific needs of your business and ensure that the process of changing your MOA is as seamless and efficient as possible. The Professional Team at the Compliance Calendar are committed to providing companies with personalized attention and expert advice throughout the entire process for which we first have a discovery call with the management to understand the requirements in detail. Compliance Calendar work closely with your companies to ensure that your company's MOA accurately reflects your business operations after its alteration of Clause III and achieve long-term goals while minimizing any potential risks.

Don't let outdated main objects in your MOA hold back your business's growth and success. Contact us today to learn more about how we can help you change your company's main objects in your MOA and move forward with confidence.

THE LEGAL GENESIS FOR ALTERATION OF MOA

There are a total of six clauses in MOA where the third clause of the Memorandum is the Objects clause. Section 4 (1) (c) of the Companies Act, 2013 stipulates that in the memorandum, the company must state the objects for which it is proposed to be set up. Any matter which is considered necessary in furtherance of its objects should also be stated in this clause.

NIC Code Change with MOA Object Alteration

It may be required to update the NIC Code 2008 as per the altered objectives (eMOA in INC-33) of the company to reflect the new activities of the company. The same is also required to be selected while filing MGT-14 with the MCA.

COMPARISION BETWEEN THE COMPANIES ACT, 1956 AND THE COMPANIES ACT, 2013

  • I. Under Section 13(1)(d) of the Companies Act 1956 the objects were to be divided into three groups under three distinct headings, namely:
  • II. Under Section 4(1)(c) of the Companies Act, 2013 the objects clause must be divided into two parts containing-

The statement of a company’s objects in the Memorandum is intended to serve a threefold purpose:

  • In the first place, it gives protection to subscribers, as they get to know the purposes/objects for which their money will be utilized.
  • In the second place, it gives protection to persons who deal with the company, and who can infer from it the extent of the company’s powers.
  • In the third place, it binds the Board of Directors to utilize the funds of the Company for the activities stated in the objects clause and no other.

Documents Required for Change Company Object

If your company is considering changing the main objects of Memorandum of Association (MOA), there are list of documents that you will need to prepare and submit with the MCA. At Compliance Calendar, we understand that this process can be complex and time-consuming. Therefore, we have created a comprehensive guide to help you navigate this process with ease.

Here are the documents required for changing the main objects of MOA:

  • Board resolution: The first step is to pass a board resolution authorizing the change in the main objects of the company. This resolution should be duly signed and stamped by the authorized signatories of the company.
  • Special resolution: A special resolution is required to be passed in a general meeting of the members of the company. This resolution must be approved by a minimum of three-fourths of the members present either in person or by proxy.
  • MOA and AOA: You will need to prepare a new MOA and AOA with the revised main objects of the company. These documents must be signed and stamped by the authorized signatories of the company and must be filed with the Registrar of Companies (ROC).
  • Copy of the notice of the general meeting: You will need to provide a copy of the notice of the general meeting where the special resolution was passed to the ROC.
  • Copy of the minutes of the general meeting: You will need to provide a copy of the minutes of the general meeting where the special resolution was passed to the ROC.
  • Preparation of eMOA: Under MCA Version 3, one is required to submit electronic MOA with the ROC with amendments in objects.

At Compliance Calendar, we provide end-to-end support in preparing the documentation to be filed with the MCA for changing the main objects of MOA. We understand that the process of alteration of MOA can be overwhelming, which is why we offer expert guidance and support to help you throughout the process. Our team of experienced professionals, including Company Secretaries, will ensure that all the necessary documents are prepared and submitted in a timely manner, so that you can focus on growing your business. Contact us today to learn more about our services and how we can help you with your MOA amendment.

Features & Benefits of Change Company Object

  • Sections 13 (1), 13(6), 13(8), 13 (9) of the Companies Act 2013 contains provisions relating to the Alteration of Memorandum of Association.
  • Rule 32 of the Companies (Incorporation) Rules, 2014 contains provisions relating to change of objects by any company and change of objects for which the money is raised through the prospectus.
  • Provisions of Section 13 (8) and 13(9) are applicable to every Company registered under the Companies Act 2013, or any previous law.
  • Alter/alteration means the making of additions, omissions, and substitutions.
  • For alteration of any of the clauses of the Memorandum, consent of members by way of a special resolution is required.
  • In case a company has more than 200 members or a listed company, then the said resolution shall be passed through a postal ballot.
  • A company, in relation to alteration of its object clause in the Memorandum of Association, shall file a special resolution with the Registrar of Companies.
  • The alteration in the object clause shall be effective after registration of such special resolution by the Registrar of Companies within a period of 30 days from filing.
  • Ensure that every alteration made in the Memorandum of Association of a company shall be noted in every copy of the Memorandum of Association.

Frequently Asked Questions

A Company can change its object clause in the following ways:
a. Changing the Name (optional) and Object of the Company as the name should reflect the business activity of the Company.
b. Making additions, deletions, and substitution in the Object Clause
The alteration in the object clause should be intended for the benefit of the company and its shareholders. Additions, alterations, and changes should only be steps in improving the efficiency of the company.

Under the Companies Act 2013, any alteration of the object clause would necessitate justification of the company which has to be appropriately mentioned in the explanatory statement accompanying the notice for the general meeting.

Alteration made in the object clause of the memorandum shall not take effect until such time the alteration has been registered by the registrar. Registration of the alteration by the registrar marks the culmination of the process of alteration.

Section 15 of the Companies Act 2013 specifies that the alteration made to the memorandum shall be noted in every copy of the memorandum i.e updated copy capturing alterations should be provided to anyone who seeks a copy thereof. Where a company defaults in ensuring compliance with the requirements of this Section, the company and every officer who is in default shall be liable to a penalty of Rs 1000 for every copy of the memorandum or articles issued without such alteration.

The Object Clause of the Memorandum defines the object for which it has been set up so as to enable the shareholders, creditors, and those dealing with the company to know what the permitted range of enterprise is The Company may wish to change its object clause for various reasons for which it is required to take the approval of the Registrar of Companies. We, the team at Compliance Calendar LLP can assist & guide you in drafting the altered object clause, complying with the requirement of the Companies Act 2013 & getting the Government approval for changing the object of the company so that the company can carry on its business smoothly & efficiently. For any help, feel free to reach out at info@ccoffice.in or connect at 9988424211.

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