Change in the MOA Object Clause – Taaza Private Limited

The Memorandum of Association (MOA) is the foundation of your company’s legal identity—its official roadmap. Among its key sections, the Object Clause defines what your company is legally allowed to do.

As markets evolve, Taaza Private Limited understands that businesses often need to expand into new industries, launch innovative products, or adapt to emerging technologies. To do so legally, updating your Object Clause is essential.

This change is not just a formality—it ensures your business goals match your vision, keeps you compliant under the Companies Act, 2013, and protects directors from legal risks.

Understanding the MOA and the Object Clause

What is the MOA?

The MOA acts as the constitution of your company, containing:

• Company name

• State of registered office

• Share capital

• Company objectives (most important)

What is the Object Clause?

The Object Clause states:

• Main Objects – Core business purpose

• Ancillary Objects – Activities that support the main business

• Other Objects – Future goals (applicable only under older laws)

It’s your legal boundary. Doing anything outside it is ultra vires—beyond the company’s powers—and can lead to contracts being void and directors personally liable.

Procedure for Changing the Object Clause

For a Private Limited Company

1. Board Meeting – Approve the change, fix the EGM date, and draft the notice

2. Extraordinary General Meeting (EGM) – Send notice (21 days before or shorter with 95% consent), present explanatory statement, and vote

3. Special Resolution – Needs 75% shareholder approval

4. ROC Filing – Form MGT-14 – Submit within 30 days with required documents:

   • Special Resolution copy

   • EGM notice & explanatory statement

   • Altered MOA (and AOA if amended)

   • Board Resolution copy

5. ROC Approval – Once approved, the updated MOA becomes legally effective

For LLPs

• Partners pass a resolution

• Draft a Supplementary LLP Agreement

• File Form 3 with ROC within 30 days

For Section 8 Companies

• Obtain prior ROC approval via Form GNL-1

• Pass a Special Resolution in EGM after approval

• File Form MGT-14 with documents

• Regional Director approval may be required for significant changes

Procedure to Change the Object Clause for an LLP

While Taaza Private Limited Company operates as a private limited entity, the process for changing the Object Clause in a Limited Liability Partnership (LLP) is simpler compared to that of a private limited company. For LLPs, the change is governed by the LLP Agreement under the Limited Liability Partnership Act, 2008.

Step 1: Conduct a Partners’ Meeting and Pass a Resolution

The partners of the LLP must hold a formal meeting to discuss the proposed changes in business activities. A resolution to alter the Object Clause must be passed according to the terms set out in the LLP Agreement.

Step 2: Draft and Execute a Supplementary LLP Agreement

Once the resolution is approved, a Supplementary LLP Agreement needs to be prepared. This updated agreement will contain the revised Object Clause. All partners must review and sign this supplementary document to make it legally valid.

Step 3: File Form 3 with the ROC

Within 30 days of executing the supplementary agreement, the LLP must file Form 3 with the Registrar of Companies (ROC) to officially record the change. The supplementary LLP agreement must be attached to the form.

Important Note:
If the change involves shifting to a new core business activity that falls under a different NIC code, the LLP must also update its Master Data on the MCA portal to reflect the revised nature of business.

Procedure for Changing the Object Clause of a Section 8 Company

A Section 8 Company is a non-profit entity formed for charitable or social purposes. Because these companies enjoy special exemptions and benefits under the Companies Act, changing their Object Clause involves a more stringent process. At Taaza Private Limited Company, we ensure this sensitive change is handled with 100% legal compliance and expert precision.

Step 1: Obtain Prior Approval from the ROC

Unlike other company types, a Section 8 Company must first get prior approval from the Registrar of Companies (ROC) before making any changes to its Object Clause.

• Board Resolution: The Board of Directors must pass a resolution to seek ROC’s prior approval.

• Authorized Representative: A Director or Company Secretary is appointed to submit the application to the ROC.

• Important: You can only move forward after this approval is granted.

Step 2: Board Meeting & Filing Form GNL-1

Once the Board decides on the change, the company files Form GNL-1 with the ROC to formally request prior approval for the amendment.

Step 3: Passing a Special Resolution at the EGM

After the ROC grants approval:

• Call an Extra-Ordinary General Meeting (EGM).

• Pass a Special Resolution approving the change to the Object Clause.

Step 4: Filing Form MGT-14

To finalize the process:

• File Form MGT-14 with the ROC within 30 days of passing the special resolution.

• Attach the ROC approval letter, the special resolution, and other required documents.

• Once approved, the ROC will update your MOA and issue a fresh Certificate of Incorporation reflecting the change.

Note:
If your company’s charitable objectives are being significantly altered, approval from the Regional Director (RD) may also be required.

Documents Required

• Certified true copy of the special resolution.

• EGM notice with the explanatory statement.

• Altered Memorandum of Association (MOA).

• Altered Articles of Association (AOA) (if applicable).

• Certified copy of the Board Resolution.

Government Fee for Filing Form MGT-14