Procedure to Change the Object Clause of the Private Company

A company is incorporated pursuant to applicable rules and regulation of the companies Act 2013, at the time of incorporation of the company under object clause the main object and ancillary objects are mentioned in the memorandum of association of the company, however there can be a situation whereby it may require to change the object clause of the private company. Usually, this could be due to the extension of the scope of work of the company, or merger, or takeover, acquisition or such other form of expansion of the company.

1. Notice to be served for the purpose of change of the object.

2. Conduct the general meeting for the purpose of change of the object.

3. File MGT-14 of the resolution passed at the general meeting.

4. Amend the MOA according to the change in object clause.

A notice is to be served to all the directors of the private company for the purpose to conduct a Board Meeting to fix the date, time, place and prepare the agenda for a General Meeting in which a Special Resolution for altering the Memorandum of Association of the Private Company is to be passed. 

The notice to be served for conducting the General Meeting is to be issued by giving not less than 21 days notice in writing stating about the proposal to pass the Special Resolution for the purpose of the change in the object of the company along with the Explanatory Statement.

Postal ballot: All the public company either listed or unlisted company having 200 or more shareholders is required to pass the special resolution only through a postal ballot.

Once notice for conducting general meeting has been served, the General Meeting must be conducted as informed in the notice in accordance with the day, time, place mentioned in the notice for the passing of the Special Resolution.

As in the case of listed or unlisted public company, the resolution is passed by postal ballot hence there is no requirement to hold a General Meeting. The Special Resolution must be passed by a postal ballot and the results of such special resolution passed through the postal ballot shall be announced by the Chairman or Director of the company. 

• All the Copies of the notices sent to shareholders must be sent to the stock exchanges where the shares of the company are listed.

• After amendment in MOA of the company and its adoption in the general meeting, the Copies of the amendments must be filed with the stock exchange as soon as it is adopted by the company.

• A copy of the notice and proceedings at the General Meeting is also required to be submitted to the stock exchange.

A copy of the special resolution passed along with an explanatory statement must be filed with the concerned ROC within 30 days after the special resolution (i.e. by 3/4th majority) has been passed at the general meeting. 

The form MGT-14 must be filled and the copy of resolution is required to be attached along with it and it is also required to be digitally signed by the Managing Director or Manager or Secretary of the Company who are authorized by way of Board Resolution along with the digital signature of a Chartered Accountant or Company Secretary in whole-time practice of the company.

On submission of the MGT-14 followed by its approval by the registrar, the procedure to change object clause of a private company is completed. However, thereafter the old MOA must be dumped and the company must print the new MOA or alternatively it must make necessary changes to every copy of the memorandum of association of the company. 

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