Change In Object Clause

Step 1: Pass Board Resolution

• Authorize a director or company secretary to sign, certify, and file forms with RoC.
• Fix date, time, and venue for the Extraordinary General Meeting (EGM).

Step 2: Pass Special Resolution in EGM

• Members pass a special resolution in the EGM.
• If funds were raised from the public and remain unutilized, the company must disclose:
  • Total funds received & utilized
  • Remaining unutilized funds
  • Details & justification for object clause change
  • Proposed usage & financial impact
  • Other relevant details
• Special resolution published in newspapers (English & vernacular).
• Resolution also placed on the company’s website.
• Dissenting shareholders must be given an exit option.
• If no public funds are received or all funds are utilized, only the special resolution is needed.

Step 3: File MGT-14 with RoC

• After passing the resolution, the authorized director/company secretary files Form MGT-14 with RoC.
• Attachments include:
  • Certified copy of special resolution
  • EGM notice & explanatory statement
  • Altered Memorandum of Association (MoA)

Step 4: Issuance of Fresh Certificate of Incorporation

• RoC reviews and registers the change.
• A new certificate of incorporation is issued, marking the completion of the change.

Step 5: Update MoA & AoA – Approve the object clause in a board meeting.

• The updated object clause must be incorporated into all copies of the MoA and AoA.