How to Change the Object Clause in a Company's MOA
The objects clause in the Memorandum of Association defines what a company is legally authorised to do. Adding a new line of business, entering a new sector, or reflecting a pivot all require formally amending this clause under Section 13 of the Companies Act 2013.
What Is the Objects Clause?
Clause 3 of the MOA - the objects clause - is the most operationally significant clause. It sets out the main objects (the primary activities the company was formed to carry on) and the incidental or ancillary objects (activities that support the main objects). Any act of the company outside these objects is ultra vires - void and unenforceable regardless of who authorised it.
Common reasons to amend the objects clause: adding a new product line or service category, entering a regulated sector (fintech, insurance distribution, NBFC activities), pursuing a business pivot, or pre-qualifying for government tenders or licenses that require the relevant activity to appear in the MOA.
When Do You Need to Change It?
- Entering a new business vertical not covered by the existing objects
- Expanding into a regulated sector - FSSAI, SEBI registration, RBI NBFC license, IRDAI - where the relevant object must appear in the MOA
- Changing the primary business activity due to a company pivot
- Adding an import-export or foreign trade object before applying for an IEC code
- Satisfying a due diligence requirement for a funding round or M&A transaction
Amendment Process - Section 13, Companies Act 2013
Board resolution proposing the alteration
The Board of Directors passes a resolution at a Board meeting to propose the amendment and authorise the convening of an Extraordinary General Meeting (EGM).
Issue EGM notice (21 days before the meeting)
Send notice of the EGM to all shareholders at least 21 clear days before the meeting date (shorter notice is permissible with consent of 95% of shareholders entitled to vote). The notice must include the proposed amended objects clause and an explanatory statement under Section 102.
Hold the EGM and pass a special resolution
The special resolution requires at least 75% of the votes cast to be in favour. Postal ballot is permissible instead of a physical EGM. Listed companies must also provide e-voting.
File e-Form MGT-14 within 30 days
File Form MGT-14 on the MCA21 portal within 30 days of passing the special resolution. Attach: certified copy of the special resolution, amended MOA, EGM notice, and explanatory statement.
Receive RoC registration
The Registrar of Companies reviews and registers the alteration. The RoC issues an acknowledgement on the MCA portal. The alteration takes effect from this date.
Filing Details
The form used is e-Form MGT-14 on the MCA21 portal. It must be filed within 30 days of the special resolution. The government fee for MGT-14 is ₹300 for companies with authorised capital up to ₹1 lakh, scaling upward for higher capital.
- ✓Certified true copy of the special resolution
- ✓Amended MOA (the full MOA with the new objects clause incorporated)
- ✓Copy of EGM notice sent to shareholders
- ✓Explanatory statement under Section 102 of the Companies Act 2013
- ✓DSC of the authorised director (Class 3)
- ✓MGT-14 filed on MCA21 within 30 days of the resolution date
Timeline
21 days
EGM notice period
Minimum clear days before EGM
30 days
MGT-14 filing window
From date of special resolution
3–4 weeks
Total timeline
EGM to RoC acknowledgement
Effect of the Alteration
The altered objects clause takes effect from the date the RoC registers the MGT-14 filing - not from the date of the special resolution. Contracts signed before the alteration remain valid. Once the new object is registered, the ultra vires doctrine no longer applies to activities carried on under that object.
Change of registered state is different
If you are changing Clause 2 (the registered office clause - i.e., moving the company from one state to another), a special resolution alone is not sufficient. That change requires NCLT approval in addition to the special resolution. The NCLT process typically takes 2 to 4 months.
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