Change of object clause of private company
Khyati Dhanesha
Arun Kumar Maitra
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Subhendu Chakraborty
DRAFT SAMPLE FORMAT ONLY (Please check before final use)
To change the Main Objects clause of a Private Limited Company (which is found in Clause III of the Memorandum of Association, or MOA), you need approval from both the Board of Directors and the Shareholders. Because this alters the company's constitution, it requires a Special Resolution (75% majority approval) passed at an Extraordinary General Meeting (EGM).
Here is a complete, ready-to-customize draft of the Board Resolution, EGM Notice (including the explanatory statement), and the final EGM Special Resolution.
1. Draft Board Resolution
This resolution is passed at a meeting of the Board of Directors to approve the proposed change and call the EGM.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] PRIVATE LIMITED HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS].
ITEM NO. [X]: APPROVAL FOR ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the rules framed thereunder, and subject to the approval of the shareholders of the Company at a General Meeting, the consent of the Board of Directors of the Company be and is hereby accorded to alter the Object Clause of the Memorandum of Association (MOA) of the Company by adding/replacing the following new clause(s) after the existing Clause III(A)(X): [Insert the exact text of the NEW Main Object Clauses here] RESOLVED FURTHER THAT the existing Clause III of the Memorandum of Association of the Company be substituted appropriately to reflect the aforementioned changes. RESOLVED FURTHER THAT an Extraordinary General Meeting (EGM) of the members of the Company be convened on [Date of EGM] at [Time] at the registered office of the Company (or any other venue) to seek shareholder approval for the said alteration. RESOLVED FURTHER THAT the draft Notice of the EGM along with the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, as placed before the Board, be and is hereby approved, and [Name of Director/Company Secretary] be and is hereby authorized to issue the Notice to all shareholders, auditors, and directors of the Company. RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorized to file the necessary e-forms (specifically MGT-14) with the Registrar of Companies (ROC), make necessary entries in the statutory registers, and do all such acts, deeds, and things as may be necessary to give effect to this resolution.
" For [COMPANY NAME] PRIVATE LIMITED
_________________________ [Name of Director]
Director DIN: [XXXXXXXX]
Date: [Date]
2. Draft Notice of Extraordinary General Meeting (EGM)
This document must be sent to all shareholders at least 21 clear days before the meeting (unless shorter notice is agreed to by 95% of the members).
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the members of [COMPANY NAME] PRIVATE LIMITED will be held on [Day], [Date] at [Time] at the Registered Office of the Company at [Full Address] to transact the following special business:
SPECIAL BUSINESS:
Item No. 1: Alteration of the Object Clause of the Memorandum of Association
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to the necessary approvals, consents, sanctions, and permissions from appropriate authorities, the consent of the members of the Company be and is hereby accorded for altering Clause III (Object Clause) of the Memorandum of Association of the Company as follows:
[Insert the exact text of the NEW Main Object Clauses here]
RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorized to do all such acts, deeds, matters, and things, including filing the requisite e-forms with the Registrar of Companies (ROC), as may be deemed necessary, proper, or expedient to give effect to this resolution."
By order of the Board of Directors
For [COMPANY NAME] PRIVATE LIMITED
_________________________
[Name of Director/CS]
Designation
DIN/Membership No: [_______]
Place: [City]
Date: [Date]
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself, and the proxy need not be a member of the Company. Proxies, in order to be effective, must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting.
2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed hereto.
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013
3. Draft EGM Special Resolution
Once the shareholders vote and pass the resolution at the meeting, this is the final resolution copy you will file with the ROC inside Form MGT-14.
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE MEMBERS OF [COMPANY NAME] PRIVATE LIMITED AT THE EXTRAORDINARY GENERAL MEETING HELD ON [DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS].
ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
"RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded for altering Clause III (Object Clause) of the Memorandum of Association of the Company by substituting/adding the following new clause(s): [Insert the exact text of the NEW Main Object Clauses here] RESOLVED FURTHER THAT any Director of the Company or the Company Secretary be and is hereby authorized to do all such acts, deeds, matters, and things, including executing and signing documents, and filing the requisite Form MGT-14 with the Registrar of Companies (ROC), as may be deemed necessary or expedient to give complete effect to this resolution."
Certified True Copy,
For [COMPANY NAME] PRIVATE LIMITED
_________________________
[Name of Director] Director
DIN: [XXXXXXXX]
Place: [City]
Date: [Date]
Next Steps & Compliance Checklist
File Form MGT-14: You must file this special resolution with the Registrar of Companies (ROC) via Form MGT-14 within 30 days of passing it at the EGM.
Attachments needed for MGT-14: Copy of the EGM Notice (with Explanatory Statement), Certified True Copy of the EGM Special Resolution, and a fresh copy of the altered Memorandum of Association (MOA).
Check Name Relevance: If the new objects completely change the core nature of your business, ensure the company's existing name isn't misleading. (Sometimes the ROC requires a name change if the business shifts entirely away from what the name implies).