Stepwise Procedure For
Alteration of Object Clause Under Section 13 of Companies Act 2013
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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.
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
Issue notice
of Extraordinary Meeting
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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