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Procedure for alteration of Objects Clause of a Company. (Form MGT-14)



The objects clause describes the permissible business activities that a company can undertake to achieve its goals. 
The Company can therefore only undertake activities that are mentioned in its object clause and any activity which is not mentioned in the objects clause shall be considered as void-ab-initio (Void from the very beginning).

 There are two types of objects mentioned in the Memorandum of Association of a Company

  1. Main Objects: The Main Objects describe the purpose for which the company has been incorporated. 
  2. Ancillary/Incidental Objects: These include incidental activities necessary for the furtherance of main objects of the Company.

Procedure for Alteration of object clause of the Memorandum of Association (MOA):
  1.  Hold a Board Meeting to consider and approve the agenda of Alteration of the Object Clause of the Memorandum of Association of the Company and to fix the day, date and time to conduct an Extra-Ordinary General Meeting (EGM) for getting the consent of the shareholders of the Company.
  2. Hold an Extra-Ordinary General Meeting of the Company to consider and approve the resolution for Alteration of Object Clause of the Company.
    Note: The resolution shall be considered to be approved if the same is affirmed by 3/4th of the total number of members of the Company present and voting at the meeting (Special Resolution).
  3. File Form MGT-14 within 30 days of passing of the special resolution.

Attachments of Form MGT-14:

  1.  Certified True Copy (CTC) of the Special Resolution along with the Explanatory Statement under section 102 of the Companies Act, 2013;
  2. Copy of Notice of Extra-Ordinary General Meeting;
  3. Copy of Altered MOA of the Company.

The registrar upon submission of Form MGT-14 issue a certificate which shall be conclusive proof that all the requirements with respect to such alteration of objects clause of Memorandum of Association of the Company has been complied with.


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