There is a company say ABC Pvt. Ltd., its main object is to provide financial services and many other object clauses(56). Now we have to change the name of company to ABC Insurance Broking Pvt. Ltd. and object clause also.
My question is can we change the main object clause of this company to a single sentence i.e."To provide insurance broking services " only and delete all other earlier main object and ancill. objects(56) from MOA.
09 November 2010
Ancillary objects are meant for attainment of main object. So you better convince ur directors regarding the same and keep the incidental & ancillary objects as it is.
01 August 2024
To change the main object clause of a company and simplify the Memorandum of Association (MOA) to focus solely on insurance broking services, you need to follow specific procedures and file certain forms with the Registrar of Companies (ROC). Here’s a step-by-step guide:
### 1. **Forms Required for Changing the Main Object Clause**
- **Form MGT-14**: This form is used for filing resolutions with the ROC. It must be submitted to approve the change in the MOA. - **Form SH-7**: This form is used for any changes to the share capital of the company. If the change in the MOA affects the share capital, this form needs to be filed.
### 2. **Procedure for Changing the Main Object Clause**
1. **Board Resolution**: - **Draft a Board Resolution**: The board of directors must pass a resolution to change the main object clause of the MOA. - **Call a Board Meeting**: Hold a board meeting and pass the resolution for changing the main object clause and other related changes.
2. **Special Resolution**: - **Draft a Special Resolution**: A special resolution is required for changing the MOA. This resolution must be passed by the shareholders at a general meeting. - **Hold an Extraordinary General Meeting (EGM)**: Convene an EGM of the shareholders and pass the special resolution to amend the MOA.
3. **Filing with ROC**: - **File Form MGT-14**: Submit Form MGT-14 with the ROC within 30 days of passing the special resolution. This form will include details of the resolution and the amended MOA. - **File Form SH-7**: If applicable, file Form SH-7 to update any changes related to share capital.
4. **Amend the MOA**: - **Prepare an Amended MOA**: Draft the revised MOA to reflect the new main object clause. Ensure that all other object clauses are removed or updated as per the new focus. - **Attach the Amended MOA**: Include the updated MOA as an attachment to Form MGT-14.
5. **ROC Approval**: - **ROC Review**: The ROC will review the filed documents. If everything is in order, the ROC will approve the changes and update the company’s records. - **Obtain a Certificate of Change**: After approval, the ROC will issue a certificate confirming the change in the main object clause.
6. **Update Company Records**: - **Update the Company’s Records**: Reflect the changes in the company’s records, including any statutory registers and other relevant documents.
### **Key Points to Consider**
- **Compliance with Insurance Regulations**: Since you are changing the business focus to insurance broking, ensure that the company complies with the regulatory requirements for insurance broking services as per the Insurance Regulatory and Development Authority of India (IRDAI). - **Notification to Other Authorities**: If the company is registered with other authorities or has licenses, notify them of the change in the company’s main business activity.
By following these steps, you can successfully change the main object clause of your company to reflect its new focus on insurance broking services.
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