06 October 2009
Hi, I am student of Company Secretery Professional Programme. I have one query that if any existing comoany proposed to change its Object Clause then what is the procesure for that under companys act.or
whether it is neccessary to change name of the company if we change the Object of company.
1. First convene the board meeting and discuss the proposed alteration. 2. Decide the date of general meeting and finalise the agenda for general meeting. 3. Hold the general meeting and pass special resolution for alteration of memorandum regarding change in object clause. 4. File form-23 with ROC with the attachment of altered memorandum and a copy of GM notice and copy of special resolution.
06 October 2009
Find below the legal provisions for Alteration in object clause
Alteration in object clause
Alteration in objects may be done by way of special resolution passed in a general meeting of the members of the company for the following purposes:— (a) to carry on its business more economically or more efficiently; (b) to attain its main purpose by new or improved means; (c) to enlarge or change the local area of its operations; (d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; (e) to restrict or abandon any of the objects specified in the Memorandum; (f) to sell or dispose of the whole, or any part, of the undertaking, or any of the undertakings of the company; or (g) to amalgamate with any other company or body of persons. Therefore, the alteration in object clause does not require confirmation of the Central Government.
Registration of Alteration of Memorandum Section 18(1) of the Companies Act, 1956 provides that a company shall file a special resolution passed by the company in e-Form 23 along with a certified copy of the altered Memorandum of Association and explanatory statement sent to the members for alteration in object clause within one month from the date of such resolution, with the Registrar of Companies. The Registrar shall register the same and issue a certificate to that effect under his hand within one month from the date of filing of such document.
Certificate issued by the Registrar is conclusive evidence As per provisions of section 18(2) of the Companies Act, 1956, the certificate issued by the Registrar to that effect shall be conclusive evidence that all the requirements of this Act with respect of alteration have been complied with and the Memorandum so altered shall be the Memorandum of Association of the company.
Consequences for failure to register the resolution Consequences of failure to get the resolution for alteration registered with concerned Registrar of Companies are as under:—
1. Any alteration in the Memorandum of Association under section 17 shall not have any effect until it has been duly registered in accordance with the provisions of section 18. [Section 19(1)]
2. If the documents required to be filed with the Registrar of Companies under section 18 are not filed within the time allowed under that section, such alteration shall, at the expiry of such period, become void and inoperative. [Section 19(2)]
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