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Object clause mentioned in Memorandum of Association of a company explains–
1. Main business activity of the company (Main object)
2. Activities which are necessary for conducting the main business activity (Ancillary objects)
A company may want to change its main object or the ancillary objects. To get this done a company has to follow these steps:
Pass a resolution at the board meeting to approve the object clause. A director or the Company Secretary of the company will be authorised in the meeting to sign, certify and file the required forms with the RoC. Also, the Board of Directors will fix a day, time and venue of Extra Ordinary General Meeting of members.
In the EGM, a special resolution will be passed by the members. Specific clause in passing special resolution If a company has raised funds from the public by issuing prospectus and possesses some unutilised funds out of those, it has to make some disclosures along with passing a special resolution.
If the company hasn’t received any funds from the public, or the funds received are fully utilised, then the company is not required to make the disclosures, only the special resolution would be enough.
Once the special resolution is passed at the EGM, the authorised director or the company secretary will file Form MGT-14 with the RoC. Along with MGT-14, other documents to be filed are–
After receiving MGT-14, the RoC will examine the form, and if they are satisfied, they will register the change in object clause by issuing a fresh certificate of incorporation. Object clause change is not completed until the RoC issues a fresh certificate of incorporation.
Once the certificate of incorporation is received from the RoC, the object clause must be incorporated in all the copies of Memorandum of Association.