Overview
Welcome to Compliance Calendar website, where we provide expert guidance and support for businesses/ companies looking to change the main objects in Memorandum of Association (MOA). As your business evolves, you may find that your main objects listed in your MOA (INC-33) no longer accurately reflect your current operations or long-term goals. This can have significant implications, including restrictions on your business activities, difficulty in securing financing or attracting investors, and potential legal issues.
Fortunately, it is possible to change your company's main objects by amending your e-MOA. However, the process of alteration of MOA can be complex and requires careful consideration and planning to ensure that all legal requirements under the Companies Act, 2013 are met, and potential risks are mitigated. That's where Compliance Calendar come in. Our team of experienced professionals comprising of Company Secretaries can guide you through the entire process of changing your company's main objects in your MOA, from identifying the appropriate amendments to drafting the necessary documents and filing them with the MCA official website (Version 3) in form MGT-14 along with filing of E-MOA in INC-33 which is subject to the approval of shareholders by passing Special Resolution and the approval of Central Government (ROC).
We also understand that every business is unique and has its own set of objectives and challenges. Our compliance services are tailored to meet the specific needs of your business and ensure that the process of changing your MOA is as seamless and efficient as possible. The Professional Team at the Compliance Calendar are committed to providing companies with personalized attention and expert advice throughout the entire process for which we first have a discovery call with the management to understand the requirements in detail. Compliance Calendar work closely with your companies to ensure that your company's MOA accurately reflects your business operations after its alteration of Clause III and achieve long-term goals while minimizing any potential risks.
Don't let outdated main objects in your MOA hold back your business's growth and success. Contact us today to learn more about how we can help you change your company's main objects in your MOA and move forward with confidence.
The Legal Genesis for Alteration of MOA
There are a total of six clauses in MOA where the third clause of the Memorandum is the Objects clause. Section 4 (1) (c) of the Companies Act, 2013 stipulates that in the memorandum, the company must state the objects for which it is proposed to be set up. Any matter which is considered necessary in furtherance of its objects should also be stated in this clause.
NIC Code Change with MOA Object Alteration
It may be required to update the NIC Code 2008 as per the altered objectives (eMOA in INC-33) of the company to reflect the new activities of the company. The same is also required to be selected while filing MGT-14 with the MCA.
Comparison Between the Companies Act, 1956 and Companies Act, 2013
- Under Section 13(1)(d) of the Companies Act 1956 the objects were to be divided into three groups under three distinct headings, namely:
(d)-of-the-Companies-Act-1956.png)
2. Under Section 4(1)(c) of the Companies Act, 2013 the objects clause must be divided into two parts containing-
(c)-of-the-Companies-Act-2013.png)
The statement of a company’s objects in the Memorandum is intended to serve a threefold purpose:
- In the first place, it gives protection to subscribers, as they get to know the purposes/objects for which their money will be utilized.
- In the second place, it gives protection to persons who deal with the company, and who can infer from it the extent of the company’s powers.
In the third place, it binds the Board of Directors to utilize the funds of the Company for the activities stated in the objects clause and no other.
Documents Required to Change Company Object
If your company is considering changing the main objects of Memorandum of Association (MOA), there are list of documents that you will need to prepare and submit with the MCA. At Compliance Calendar, we understand that this process can be complex and time-consuming. Therefore, we have created a comprehensive guide to help you navigate this process with ease.
Here are the documents required for changing the main objects of MOA:
- Board resolution: The first step is to pass a board resolution authorizing the change in the main objects of the company. This resolution should be duly signed and stamped by the authorized signatories of the company.
- Special resolution: A special resolution is required to be passed in a general meeting of the members of the company. This resolution must be approved by a minimum of three-fourths of the members present either in person or by proxy.
- MOA and AOA: You will need to prepare a new MOA and AOA with the revised main objects of the company. These documents must be signed and stamped by the authorized signatories of the company and must be filed with the Registrar of Companies (ROC).
- Copy of the notice of the general meeting: You will need to provide a copy of the notice of the general meeting where the special resolution was passed to the ROC.
- Copy of the minutes of the general meeting: You will need to provide a copy of the minutes of the general meeting where the special resolution was passed to the ROC.
- Preparation of eMOA: Under MCA Version 3, one is required to submit electronic MOA with the ROC with amendments in objects.
At Compliance Calendar, we provide end-to-end support in preparing the documentation to be filed with the MCA for changing the main objects of MOA. We understand that the process of alteration of MOA can be overwhelming, which is why we offer expert guidance and support to help you throughout the process. Our team of experienced professionals, including Company Secretaries, will ensure that all the necessary documents are prepared and submitted in a timely manner, so that you can focus on growing your business. Contact us today to learn more about our services and how we can help you with your MOA amendment
What is the Procedure to Change Company Object?
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Sr. No
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PARTICULARS
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PROCEDURE
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1.
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Draft Altered Memorandum of Association
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Prepare a new Memorandum of Association with the alteration in the object clause in eForm INC-33 (web-based).
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2.
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Notice of Board Meeting
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Draft and issue notice calling board meeting in such manner as prescribed in Sec 173(3) of the Companies Act, 2013 and SS-1.
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3.
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Conducting a Board Meeting
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Convene a Meeting to fix the date, venue, and time of convening a general meeting of the meeting to alter the object clause in the Memorandum of Association (Section 100 and SS-2)
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4.
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Notice of General Meeting
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Draft and issue notice calling general meeting along with an explanatory statement as required under Section 102 and in such manner as is prescribed in Section 101 and Secretarial Standard 2.
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5.
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Notice on the Website, if any
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Ensure that the notice has been placed on the website if any of the companies.
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6.
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Conducting General Meeting
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Convene a general meeting for the passing of a special resolution for change in the objects clause
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7
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Preparation of eMOA in INC-33
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Web-based INC-33 is required to be submitted with the MCA after alteration or amendment.
Note: Physical MOA is not applicable post MCA Version 3 coming into effect.
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8.
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File eForm MGT 14
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File Form MGT 14 with the Registrar with the requisite filing fee within 30 days from the date of passing the special resolution, along with
- Certified true copies of the special resolutions with explanatory statement Sec 13(6)(a)
- Copy of the notice of meeting sent to members
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9.
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Registration of Alteration in Object Clause
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The Registrar of Companies shall register any alteration of the Memorandum of Association with respect to objects of the company and certify the registration within a period of 30 days from the date of filing of the special resolution in accordance with Sec 13(6)(a).
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10
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Altered Memorandum of Association (INC-33)
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Make arrangement for printing of altered Memorandum by inserting the altered objects clause, with a note with reference to such alteration stating date of passing of special resolution and manner of passing the resolution.
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Features
- Sections 13 (1), 13(6), 13(8), 13 (9) of the Companies Act 2013 contains provisions relating to the Alteration of Memorandum of Association.
- Rule 32 of the Companies (Incorporation) Rules, 2014 contains provisions relating to change of objects by any company and change of objects for which the money is raised through the prospectus.
- Provisions of Section 13 (8) and 13(9) are applicable to every Company registered under the Companies Act 2013, or any previous law.
- Alter/alteration means the making of additions, omissions, and substitutions.
- For alteration of any of the clauses of the Memorandum, consent of members by way of a special resolution is required.
- In case a company has more than 200 members or a listed company, then the said resolution shall be passed through a postal ballot.
- A company, in relation to alteration of its object clause in the Memorandum of Association, shall file a special resolution with the Registrar of Companies.
- The alteration in the object clause shall be effective after registration of such special resolution by the Registrar of Companies within a period of 30 days from filing.
- Ensure that every alteration made in the Memorandum of Association of a company shall be noted in every copy of the Memorandum of Association.
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