A company can only do what its objects clause permits. Move into a new line of business without altering it and you are acting outside the memorandum, which becomes a problem when a bank, an investor or a regulator reads the MOA. Changing it is a special resolution and one form - the sequencing is what people get wrong.
Starting at
₹7,999 onwards
MOA alteration
Companies entering a new line of business
Timeline
MGT-14 within 30 days of the resolution
An alteration of the objects clause of the memorandum under Section 13. You need it when entering a genuinely new line of business not covered by the existing objects, when a bank or NBFC requires the activity to appear in the MOA before sanctioning a facility, when an investor's due diligence flags the mismatch, when a licence or tender requires the corresponding object, or when changing the NIC code associated with the company.
TL;DR
The alteration is not the end of it. The NIC code on the MCA record may need updating, GST registration may need amendment where the business activity changes, sectoral registrations and licences may need to be applied for before the new activity commences, and the articles may need alteration too where they contain activity-specific provisions.
Special resolution
Requires at least three-fourths of members voting in favour. An ordinary resolution is not sufficient for an objects alteration.
Twenty-one clear days
The EGM notice period, or shorter with the consent of members as prescribed, with an explanatory statement under Section 102.
Form MGT-14
Filed within thirty days of passing the special resolution, attaching the certified true copy of the resolution, the notice with explanatory statement, and the altered MOA.
Section 13(8)
Where a company raised money from the public through a prospectus and has an unutilised amount, it cannot change those objects without dealing with dissenting shareholders as prescribed, including an exit offer.
Six situations that commonly force an objects alteration.
The alteration alone rarely completes the job.
Reads more onerously than it applies to most companies.
01
Approve the proposed alteration and the draft altered MOA, fix the EGM date, and authorise the notice.
02
Not less than twenty-one clear days, or shorter with the consent of members as prescribed, with an explanatory statement under Section 102.
03
At the general meeting, requiring at least three-fourths of members voting in favour.
04
Within thirty days of passing the resolution, with the certified true copy of the resolution, the notice and explanatory statement, and the altered MOA. The alteration takes effect on registration by the Registrar.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Still unsure if MOA alteration is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.
