Object change procedure in case of companies for start-ups
The procedure for change in Object clause of the Company under Companies Act, 2013 with point by point documentation required. Procedure for change in Object clause of the Company involves adjustment in the Memorandum of Association of the Company.
- Name Clause which contains name of the Company,
- Registered Office Clause which contains State of India where enrolled office of the organization is arranged
- Objects clause of the Company and matters considered vital in facilitation thereof,
- Liability Clause which defines obligation of individuals from the organization; and
- Share Capital clause which defines Authorized offer capital of the organization.
Section 13 of Companies Act 2013 manages the procedure of change in Memorandum of Association is appropriate to all organizations. All clauses of Memorandum aside from Capital clause can be adjusted by following the procedure of Section 13 of Companies Act, 2013 by passing exceptional determination.
Change of object, assent of individuals by method for Special Resolution is required.
Procedure for Change in article clause- Secretarial procedure for adjustment in item clause is given beneath:
Calling of Board Meeting: Issue a notice in agreement with the procurements of segment 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main motivation for this Board meeting would be:
- To Get in-principal endorsement of Directors for change in article clause of Memorandum;
- Fix date, time and place for holding Extra-ordinary General meeting to get endorsement of shareholders, by method for Special Resolution, for change in item clause of Memorandum. This change in item clause of Memorandum might be in understanding with the prerequisite of section 13 of the Companies Act, 2013;
- To support notification of EGM alongside Agenda and Explanatory Statement to be added to the notification of General Meeting according to area 102(1) of the Companies Act, 2013;
- To approve the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as affirmed by the board under clause 1(c) said above.
Issue Notice of the Extra-ordinary General meeting to all Members, Directors and the Auditors of the organization in agreement with the procurements of Section 101 of the Companies Act, 2013;
Holding of General Meeting: Hold the Extra-ordinary General meeting on due date and pass the fundamental Special Resolution under section 13(1) of the Companies Act, 2013, for change in object clause of Memorandum.
ROC Form filing: As per segment 13(6), Company is required to record Special Resolution went by shareholders for adjustment of Memorandum with concerned Registrar of Companies. Consequently, document form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies, with endorsed expenses and alongside following connections:
- Notification of EGM;
- Ensured True duplicate of Special Resolution;
- Changed Memorandum of Association;
- Ensured True duplicate of Board Resolution might be joined as a discretionary connection.