Change in Registered Office & MOA Object Clause
Update Your Company’s MOA Object Clause Efficiently and Legally
Updating the Object Clause in your company’s Memorandum of Association (MOA) is essential when expanding business operations, introducing new products, or adopting innovative technologies. Tax Pal Solutions ensures complete ROC compliance, accurate documentation, and expert guidance for a smooth amendment process.
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- Expert legal guidance from corporate law specialists
- Professionally drafted resolutions and MOA amendments
- End-to-end ROC filing and documentation support
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Overview of MOA & Object Clause
The Memorandum of Association (MOA) is the foundational document of your company, defining its legal scope and operations.
Components of MOA:
- Company name
- Registered office location
- Share capital
- Objectives (Object Clause)
Object Clause Explained:
The Object Clause defines:
- Main objects – Core purpose of the company
- Ancillary objects – Supportive activities
- Other objects – Future optional goals
Importance: It ensures legal compliance, guides shareholders and investors, and prevents business operations beyond authorized scope (Doctrine of Ultra Vires).
Reasons to Change the Object Clause
- Expand into new business areas
- Scale existing operations
- Adapt to market or technological changes
- Mergers, acquisitions, or restructuring
- Comply with new laws and regulations
Step-by-Step Procedure
For Private Limited Companies
| Step | Description |
|---|---|
| 1. Board Meeting | Approve proposed changes and schedule an Extraordinary General Meeting (EGM). |
| 2. Call EGM | Send notice to shareholders, directors, and auditor at least 21 days prior. Include explanatory statement. |
| 3. Pass Special Resolution | Requires 75% shareholder approval at EGM. |
| 4. File Form MGT-14 | Submit with certified special resolution, notice of EGM, altered MOA & AOA, and board resolution within 30 days. |
| 5. ROC Approval | ROC verifies documents, registers the change, and issues digitally signed approval. |
For LLPs
| Step | Description |
|---|---|
| 1. Partners' Meeting | Approve change in Object Clause as per LLP agreement. |
| 2. Draft Supplementary Agreement | Update LLP Agreement with revised Object Clause; signed by all partners. |
| 3. File Form 3 | Submit with supplementary agreement to ROC within 30 days. Update MCA master data if NIC code changes. |
For Section 8 Companies
| Step | Description |
|---|---|
| 1. ROC Approval | Obtain prior approval before convening general meeting. |
| 2. Board Meeting & File Form GNL-1 | Approve change and submit application to ROC. |
| 3. Pass Special Resolution at EGM | Conduct EGM post-ROC approval to pass the resolution. |
| 4. File Form MGT-14 | Submit within 30 days to finalize MOA amendment; attach prior ROC approval. |
Note: Charitable Section 8 companies may require Regional Director approval if objectives significantly change.
Documents Required
- Certified copy of special resolution passed at EGM
- Notice of EGM with explanatory statement
- Altered MOA
- Altered AOA (if applicable)
- Certified Board Resolution
Government Fee for Form MGT-14
| Authorized Capital | Govt. Fee (₹) |
|---|---|
| Up to ₹1,00,000 | 200 |
| ₹1,00,001 – ₹4,99,999 | 300 |
| ₹5,00,000 – ₹24,99,999 | 400 |
| ₹25,00,000 – ₹99,99,999 | 500 |
| ₹1 crore or more | 600 |
Certification
