Stepwise Procedure For Alteration of Object Clause Under Section 13 of Companies Act 2013

Procedure-Alteration-Object-Clause-Section-13

Stepwise Procedure For Alteration of Object Clause Under Section 13 of Companies Act 2013


As the object clause is a part of Memorandum of Association (MOA) of company, hence any change in object clause requires alteration in the MOA. Section 13 of the Companies Act, 2013 deals with the alteration of Memorandum of Association. As per the provisions of Section 13, a company may, alter its MOA with the approval of shareholders in a general meeting by way of ordinary or special resolution as the case may be. Object Clause of MOA can be altered by way of special resolution.

Here is the Stepwise Procedure For alteration of object clause of Memorandum of Association (MOA) of company
Step 1: 
Approval of the Board
Hold a board meeting to get the approval of board for alteration of articles and to Fix the date, time, and venue of the general meeting to get the shareholder’s approval by way of special resolution.
Step 2 : 
Call EGM
Step 3 : 
Approval of Shareholders
Hold an Extraordinary General Meeting to pass the necessary Special Resolution  under section 13 of the Companies Act, 2013, for alteration of object clause of the company.
Step 4 : 
Filing of Special Resolution with ROC in MGT-14
  The special resolution passed at the EGM needs to be filed with the Registrar in Form MGT-14 within 30 days of passing the resolution.  The following documents shall be filed as an attachment to the eForm No. MGT – 14:
1.   Notice of extraordinary general meeting along with the explanatory statements;
2.   Certified true copy of Special resolutions;
 3.  Altered Memorandum of Association;
 4.  Minutes of the extraordinary general  meeting;
 5.  Consent letter of shareholders, in case the general meeting is convened on shorter notice.
Step 5 :
Approval of ROC for alteration in MOA
On receipt of MGT-14, If the Registrar of Companies is satisfied with all the required formalities, then Registrar  will register the alteration and issue a certificate in this regard, which will  be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company. The alteration shall be completed and effective only on the issue of certificate by the Registrar.
Step 6 : 
Make Changes in all the copies of MOA.
Subsequent to the issuance of the certificate, steps must be taken to incorporate changes in all the copies of MOA.
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