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 there are changes to be made to the objects during the course of operations, shareholder approval and MCA approval would be required. In the article, we look at the procedure for changing objects clause of a company.
Convening of a Board Meeting
To change MOA objects clause, first issue a notice for convening a meeting of the Board of Directors. Major agenda for this Board meeting would be the following:
1. To obtain the in-principal sanction of Directors for the alteration in object clause related to the Memorandum of Association (MOA).
2. Select date, time as well as place for conducting Extra-ordinary General Meeting (EGM) to obtain consent of shareholders, by means of Special Resolution, for alteration in object clause of Memorandum.
3. 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.
4. To sanction the Director or Company Secretary related to the issue Notice of the Extra-ordinary General meeting (EGM) as permitted by the board related to clause 1(c) above mentioned.
5. Present Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors as well as the Auditors of the company in agreement with the provisions as per Section 101 of the Companies Act, 2013.
Passing of Special Resolution
Conduct the Extra-ordinary General Meeting (EGM) on the time, date and place mentioned on the notice of the Extra-ordinary General Meeting. Obtain consent for the special resolution approving changes to the MOA objects clause of the company by means of a ballot.
ROC Form Filing
To now obtain MCA approval, file the special resolution passed by shareholders for amendment of Memorandum with the related Registrar of Companies. Changes to MOA objects clause must be filed using form MGT-14 within 30 days of the passing of 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
•Authorized True copy of Board Resolution may perhaps be appended a non- obligatory attachment.
In case of Public Limited Company
In case of change of MOA objects clause in a public limited company, the following procedures must also be observed:
1. Details of special resolution must be published in the newspapers (one in English in addition to one in vernacular language). 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 website of the company, if some, mentioning the rationalization and reason for such alteration.
2. The dissenting shareholders must be provided an opportunity to exit via the promoters and shareholders.