11 November 2013
is there any change in procedure of change of object clause according to new companies act 2013. please explain what r the requipment of changing object clause of pvt company for mca e filling.
11 November 2013
is there any change in procedure of change of object clause according to new companies act 2013. please explain what r the requipment of changing object clause of pvt company for mca e filling.
01 August 2024
Yes, there have been changes in the procedure for altering the object clause of a company under the Companies Act, 2013, compared to the Companies Act, 1956. Here’s a detailed explanation of the requirements and procedure for changing the object clause of a private company under the Companies Act, 2013:
### Procedure for Changing the Object Clause
**1. ** **Board Resolution** - The process starts with a resolution passed by the Board of Directors of the company in a Board Meeting. This resolution should approve the proposal to alter the object clause and authorize the Company Secretary or any director to take necessary actions for this purpose.
**2. ** **Special Resolution** - The change in the object clause requires a special resolution to be passed by the shareholders of the company. This requires: - A notice of the general meeting to be sent to all members, specifying the proposed change in the object clause. - Holding a General Meeting (EGM) where the special resolution for altering the object clause is proposed and approved. - A special resolution must be passed with at least a three-fourths majority of the members present and voting.
**3. ** **Filing with the Registrar** - After passing the special resolution, the company must file the resolution and other required documents with the Registrar of Companies (ROC) in the prescribed format. This involves: - **Form MGT-14**: File this form with the Registrar within 30 days of passing the special resolution. This form includes details of the resolution passed and must be filed through the MCA21 portal. - **Form AoA**: If the alteration involves changes to the Articles of Association (AoA), the amended AoA should be attached to Form MGT-14.
**4. ** **Public Notice (if applicable)** - If the change in the object clause is significant and affects creditors or the general public, the company might need to publish a notice in the newspaper. This step is generally not mandatory but can be considered for transparency and compliance.
**5. ** **Updating the Register** - Update the company’s records, including the register of members and the statutory registers, to reflect the changes in the object clause.
**6. ** **Amendment of Memorandum of Association (MoA)** - The Memorandum of Association (MoA) of the company should be updated to incorporate the new object clause. The changes must be reflected in the MoA and filed with the ROC as part of the documents submitted.
### Key Requirements
- **Resolution**: Board resolution and special resolution from the shareholders are mandatory. - **Filing Forms**: Form MGT-14 is required for filing with the ROC. - **Timeliness**: Ensure that the forms are filed within the prescribed time frame (e.g., Form MGT-14 within 30 days of passing the resolution). - **Accuracy**: Ensure that all the details provided in the forms and documents are accurate and complete.
### Summary
The procedure for changing the object clause under the Companies Act, 2013, involves passing a special resolution by shareholders, filing the appropriate forms with the ROC, and updating the company’s records. The process ensures that any changes to the object clause are formally recorded and communicated to the regulatory authorities.
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