Memorandum of Association Alteration?

yes it is necessary to amend the MOA

yes

The following you can have as the main objects to the MOA of a trading company. (I assumed your querry is not relating to trading of shares and securities..) the other objects can be taken form any other companies.

1..To trade in any articles, goods, rights, possessions of any  nature and of any use being industrial, commercial, household  technical and in such process to buy, sell, acquire, lease,  Vide any merchandise, goods or property of any form whatsoever as  authorised dealers, stockists, agents, brokers, factors, and  render all such services in the ordinary course of business  to market the goods in a consumable state .

2.     To carry on the business of importers, exporters, buyers,  sellers, dealers, stockists, suppliers, wholesalers, retailers, jobers, contractors, storers, lessors, hirers of goods of every descripttion and goods, components, sub-components, consumables, peripherals or products or articles involved in the goods and to act as Agents for any of such articles, goods, or any services for Indian or Overseas Principals.

3.     To carry on, in any mode, the business of storekeepers in all its branches and in particular to buy, sell and deal in goods, stores, consumable articles, chattels and effects of all kinds, both wholesale or retail and to transact every kind of agency business.

A private limited company can commence new business given in the Objects incidental or Ancillary to the main objects OR in other objects. A simple board resolution passed by the board is enough to commence such business. Careful drafting of the board resolution is required.

Section 149 provides that a company should not commence any business which is not germane to its existing business without complying with certain formalities prescribed in the Act. In the case of public limited companies commencemet of any business as given in other objects shall require approval of the members of the company at a general meeting. A special resolution is required to be passed. Form 23 and Form 20A (on a non judicial stamp paper) has to be filed with ROC.

Muralidharan

Murlidharan Ji,

Thanks for clarification on the matter.Pls clarify me one more thing, what is to be done if a Public Co. wants to start business given in the ancillary objects?

From ur answers i understand that a Pvt. co. is to pass a board resolution for starting ancillary OR other object and a pulic co. is required to pass to 149 (2) provisions, if it wants to start other objects given in its MOA.

But when a Co. (Pvt. or public) is required to alter its MOA to bring the objects given in ancillary or other objects into its main object?

regards,

poonam

whether provision in AOA is required to appoint Managing Director in case of private limited company.

Hi all,

My query is - a unlisted public company has commenced a business mentioned in the other objects clause of memorandum and altered its memorandum at a later date to bring that business to the main objects. Now,is the business which was carried on before this alteration is valid?

If not what is to be done?

Plz suggect me, what is the procedure for change in incidental object clause in MOA. Plz rly as soon as.

Thanx

For details go to the following link:

/share_files/procedure-for-insertion-of-new-object-clause-33244.asp

Regards

Thanx Ajay Sir.

@ Poonam: to start the other business by a private company or public company – Special resolution in the General meeting is required.

 To start the incidental and/or ancillary business by a private company – Board Resolution is enough

To start the incidental and/or ancillary business by a public company – Special Resolution in GM is necessary.

@ Pravin: there is no need for such clause in AOA. MD is appointed by virtue of Section 269 in public company and when AOA is silent in case of MD, provision of Table A will be applicable or the general ritual can also prevail.

@ Kalpna: it is not valid. But as company cant undo its wrong act done in past, only option remain is of compoundable of offence.

@ Shweta: Hold the GM and pass special resolution, File form 23 for the same. Its done.