The Process to Amend Object Clause of Company’s MOA

In case the Company wants to carry on the business which is not mentioned in its object clause, then it shall first get it amended to add the additional objects following the below-mentioned procedures:

Call a Board Meeting

Issue a notice of Board Meeting seven days prior to the date of Board Meeting to all the Directors of the Company and attach agenda, notes of agenda/plan and draft resolution with the said notice.

Hold the Board Meeting

• Hold a board meeting of the directors of the Company.
• Propose new objects to the directors of the Company in the meeting.
• After the selection of the appropriate object, pass a board resolution.
• Get approval from the directors to change the object and recommend the proposal to members.
• Fixing of date and time with the venue for the extraordinary general meeting and appointing a director for sending a notice of the same to other members.

Notice for the extraordinary general meeting should be given 21 days before the date fixed for the extraordinary general meeting. The notice should contain a statement of business to be taken care of in the extraordinary general meeting.

Hold Extraordinary General Meeting

In EGM, the special resolution will be passed by shareholders/members for change in the object clause of the MOA.

Such resolution shall be passed by the three-fourth of the majority. In the case of listed companies, after passing the resolution, the Company shall send a copy of the resolution and its preceding details to the stock exchange where its shares are listed. Special Resolution shall be passed by Postal Ballot in the following cases of companies:

• A company with more than 200 members.
• A Company has such money which remains unutilized that was raised through the issue of prospectus.

Filing and fees

After passing the special resolution, the Company should fill out the form MGT-14 for the submission of the resolution to the Registrar with the requisite fee within 30 days from the date of passing of the special resolution in the extraordinary general meeting. With the form, the following Documents need to be submitted:

• A true certified copy of the said special resolution
• Copy of notice sent to the members
• Copy of amended MOA
• Copy of attendance sheet of the EGM.

Issue of Certificate

After receiving the above-mentioned form, the Registrar will scrutinize the same and, after satisfaction, approves the amendment made in MOA and issue the registration certificate. Such certificate will be conclusive proof of the fact that the changes have been made in the object of the Company.