Change in Object Clause of MOA: Procedure and Filing
Alter the object clause of your company MOA with resolutions, MGT-14 filing and updates to licences handled by our team.
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The object clause is the part of a company Memorandum of Association that states the business activities the company is formed to carry on. A change in object clause is needed when a company wants to start a new line of business, drop an old one or reposition itself, for example moving from trading into software or manufacturing. Under Section 13 of the Companies Act, 2013, this requires a special resolution of members and filing with the Registrar of Companies. Our team reviews the existing objects, drafts the revised clause, prepares notices and resolutions, files MGT-14 and any other form the MCA portal requires, and helps update licences and registrations.
Who provides this service: our team of Company Secretaries and compliance specialists.
Who Needs Change in Object Clause?
- Companies planning to enter a new line of business not covered by the existing objects
- Startups pivoting from one model to another, such as services to products
- Companies incorporated with narrow objects that now limit funding or contracts
- Businesses acquiring another venture whose activities differ from their own
- Companies that must align their objects with a licence or regulatory registration
Key Benefits
- The new object clause is drafted so it describes the intended business clearly without being too narrow or vague.
- Board notice, explanatory statement and special resolution are prepared according to the Companies Act requirements.
- MGT-14 and the other filings linked to the alteration are prepared together to reduce back-and-forth with the Registrar.
- We flag special rules that apply if the company raised money by a prospectus or has restrictions under earlier approvals.
- The Articles are reviewed so they stay consistent with the altered Memorandum.
- A follow-up checklist covers GST, Udyam, bank KYC and sector licences that depend on the registered business activity.
How It Works
Review current objects and plan
We read the existing Memorandum, understand the activities you intend to add or remove, and decide how to word the main objects and ancillary objects so the new business is clearly covered.
Check special situations
We check whether the company raised funds from the public, holds licences linked to its activities, or has lender or investor conditions that restrict changing business, because these may need extra steps or consent.
Board meeting and notice
The Board approves the proposed alteration and calls a general meeting or other approved method. We prepare the board resolution, notice, explanatory statement and the altered clause for circulation.
Special resolution of members
Members pass a special resolution at a general meeting, or by postal ballot where required. We prepare minutes and scrutiny records and ensure the vote is recorded in the prescribed manner.
File MGT-14 and related forms
The special resolution is filed with the Registrar on Form MGT-14 within the time the Act allows, along with any further form the portal asks for. Registrar queries are answered by our team.
Updating records and registrations
Once the alteration is registered, we place the altered Memorandum in the company records and guide you through updating GST, Udyam, bank details and licences to match the new activities.
Documents Required
- Certificate of incorporation
- Existing Memorandum and Articles of Association
- Draft altered object clause
- Board resolution approving the alteration
- Notice of general meeting with explanatory statement
- Special resolution passed by members and minutes of the meeting
- List of current licences and registrations affected by the change
- Digital signature certificate of a director
Timeline and Fees
Indicative timeline: Drafting and meetings typically take one to two weeks. Registrar processing after filing depends on the authority.
Professional fee: The fee depends on how many objects change, whether a general meeting or postal ballot is used, whether the Articles also need amendment and how many post-change updates you want us to handle. A scoped quote is shared before work begins.
What Can Go Wrong if This Is Missed or Done Incorrectly
- Running a business outside the stated objects can be challenged as acting beyond the Memorandum and may cause trouble with banks and investors.
- Late filing of the special resolution can attract additional fees and penalties on the company and its officers.
- Skipping special requirements for companies that raised funds by prospectus can make the alteration invalid or open to complaint.
- Unchanged GST, bank and licence records after the change can cause mismatches and compliance queries.
Frequently Asked Questions
What is the object clause in the MOA?
It is the clause in the Memorandum of Association that lists the activities a company is set up to carry on. A company generally should not undertake business beyond its stated objects, so the clause matters for compliance, banking, licences and investors who read the memorandum to understand what the company can do.
How can a company change its object clause?
Under Section 13 of the Companies Act, the Memorandum can be altered by a special resolution of members. The resolution is filed with the Registrar on Form MGT-14, and the altered Memorandum takes effect once registered. The Board first approves the proposal and convenes the meeting.
Is a postal ballot required to change objects?
A postal ballot is required in specific situations, such as where a company that raised money from the public by prospectus wants to change the objects for which the money was raised. Otherwise, a general meeting is the usual route. Our team confirms the correct method for your company.
Do I need Registrar or Central Government approval?
The alteration is filed with and registered by the Registrar. Whether any additional form or approval applies depends on the nature of the change and the company's history. Instead of assuming, our team checks the current MCA requirements before filing so that the correct forms are used.
Do licences and registrations need updating after a change in objects?
Often yes. GST, Udyam, bank KYC and sector approvals may record the business activity of the company, and some licences are tied to specific activities. After the altered Memorandum is registered, these records should be reviewed and updated so that they are consistent with the new objects.
Can I add a new business without changing the objects?
Only if the new activity already falls within the existing objects, including any wording that covers incidental or ancillary activities. If it does not, carrying it on risks acting beyond the Memorandum. A short review of your clause tells you whether an alteration is actually needed.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
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Disclaimer: The information on this page is for general informational purposes only and does not constitute professional legal, tax or compliance advice. Requirements vary by situation. Please consult a qualified CA or CS for advice specific to your needs. Government fees and timelines are subject to change; verify with the relevant authority before proceeding.