Changing MOA Objects Clause

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Procedure for Changing MOA Objects Clause

The objects clause mentioned in the company’s MOA determines the purpose and scope of activities for which the company operates.
During the company registration process, the shareholders decide the objects for which the company is formed. If changes are to be made to the objects during operations, shareholder and MCA approval would be required.
During the incorporation of a company in India, the objects or objectives of the company are mentioned in the Memorandum of Association. In some cases, there may be a requirement to change the company's objective after the company's registration due to various requirements.

Give Notice of Change of Objects

To change the objectives of a company, a Board Meeting must be conducted after giving notice to all the Directors of the company to fix the date, time, place and agenda for a General Meeting to pass a Special Resolution for altering the MOA of the Company.
The notice must be issued for General Meeting by giving at least 21 days' notice in writing proposing the Special Resolution with a suitable Explanatory Statement.
If a listed or unlisted public company has 200 or more shareholders, then the special resolution can be passed only through a postal ballot.

Conduct General Meeting

After providing due notices, the General Meeting must be conducted for passing of the Special Resolution by a three-fourths majority.

A listed or unlisted public company is not required to hold a General Meeting. A postal ballot must pass the Special Resolution, and the Chairman or Director can announce the results of the postal ballot.

Further, for listed companies, the following steps must be completed:

Copies of the notices sent to shareholders must be sent to the stock exchanges on which the company is listed.
Copies of the amendments must be filed with the stock exchange as soon as the company adopts the altered MOA in its general meeting.
Copies of the notice and proceedings at the General Meeting must be submitted to the stock exchange.

File MGT-14

On completion of the General Meeting and passing of the special resolution, a copy of the special resolution passed along with an explanatory statement must be filed with the concerned ROC within 30 days.
The MGT-14 must be digitally signed by the Managing Director, Manager, or Secretary of the Company authorised by Board Resolution, along with the digital signature of a Chartered Accountant or Company Secretary in whole-time practice.

Change the MOA

After filing MGT-14 and obtaining approval from the Registrar, the company must make necessary changes to every copy of the Memorandum of Association.

Convening of a Board Meeting

To change the MOA objects clause, first issue a notice for convening a meeting of the Board of Directors. The primary agenda for this Board meeting would be the following:

To obtain the in-principal sanction of Directors for the alteration in the object clause related to the Memorandum of Association (MOA).
Select a date, time as well as a place for conducting an Extraordinary General Meeting (EGM) to obtain the consent of shareholders using Special Resolution, for alteration in the object clause of the Memorandum.
To render support to make notice of EGM all together with agenda in addition to Explanatory Statement to be suitable as per the notice of General Meeting according to section 102(1) related to the Companies Act, 2013.
To sanction the Director or Company Secretary related to the issued notice of the Extraordinary General meeting (EGM) as permitted by the board related to clause 1(c) mentioned above.
Present Notice of the Extraordinary General Meeting (EGM) to all Company Members, Directors, and Auditors in agreement with the provisions as per Section 101 of the Companies Act, 2013.

Passing of Special Resolution

ROC Form Filing

To now obtain MCA approval, file the special resolution passed by shareholders to amend the Memorandum with the related Registrar of Companies. Changes to the MOA objects clause must be filed using form MGT-14 within 30 days of the passing of the Special Resolution, along with the approved fees and the following attachments:

Notice related to EGM
Sanctioned True copy related to Special Resolution.
Changed Memorandum of Association.
An authorised True copy of the Board Resolution may be appended as a non-obligatory attachment.

In the case of a Public Limited Company

In case of a change of MOA objects clause in a public limited company, the following procedures must also be observed:

Details of special resolution must be published in the newspapers (one in English and one in vernacular). The newspaper should be in circulation at the location where the registered office of the company is located. In addition, the newspaper will be placed on the company’s website, if some, mentioning the rationalisation and reason for such alteration.
The dissenting shareholders must be allowed to exit via the promoters and shareholders.

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