Change in Name and Objective India
Amend the object clause of the Memorandum of Association (MoA) to change the goals of a company. For this, pass a board resolution and then seek the RoC approval with your projected turnover details for 3 years.
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Change in name and objectives of your business, you need to amend the Memorandum of Association. The MoA contains the object clause. Now, this can be difficult to do, particularly if you're a young company looking to completely change the main objects. But if you follow the right methods, it can be done quickly. For example, one mistake many companies make is to include several domains in the main objects. This will not be approved. For example, if you are in the software business, you can cover all software services in the main objects, but other services, such as design, should be included in ancillary or other objects of the company.
Voluntary Change
Change in Business Objective
Enhance Brand Value (Rebranding)
Discard boundaries assumed by name
- Notice Regarding EGM
- Attested True copy of Special Resolution
- Altered MoA
- minutes of the board meeting & EGM
- A certified True copy of Board Resolution
- ID Proof of all the directors of the company
- Address proof of all the directors
- Attendance sheet or register of Board Meetings and General Meetings.
The MoA explains two major actions or objectives of the business.
- Main object
- Ancillary object
The main object targets the major business activities of the company while the ancillary object targets the necessary activities for conducting the business plans and needs.
Due to various reasons, a company may want to change both the objectives (Main and Ancillary objects). To get it changed, you will need to follow the 5 steps which lead to the change of objectives.
Board resolution
Firstly, a resolution has to be passed to make the essential changes in name and objectives at the meeting. The director of the company is supposed to sign the resolution, certify and file the necessary forms with the RoC on behalf of the company. The meeting of the board should be fixed in prior. Besides that, it must contain all the necessary members of the firm to avoid any type of disputes and differences.
Special resolution in EGM
Secondly, a special resolution has to be passed would mention the necessary facts about the company and its workings. It will be issued to all the board members as well as members of their respective groups.
In the EGM, a special resolution will be passed by the members. The reply of the members to the special resolution is obtained through a postal ballot. All the members will be sent a notice that contains the following details:
- Money received by issuing a prospectus
- Money utilized in accordance with the prospectus
- Unutilized money
- Details for the proposed changes
- Justification regarding why the change in objects is necessary
- Amount which will be utilized to fulfill the new objects
- Estimated financial impact of the changes on earnings and cash flow
- Other relevant information
- Where to obtain a copy of the passed resolution
Once this notice is circulated, the resolution is passed. Following this, the resolution is published in one English and one vernacular language newspaper in the company’s registered city. The Resolution must also be added to the Company website.
Any shareholder who voted against the changes must be given a chance to exit the company by the promoters.
If a company has raised funds from the public by issuing a prospectus and possesses some unutilised funds out of those, it has to make some disclosures along with passing a special resolution.
The company is not under any obligation to make the disclosures, if it has not obtained any funds or money from the general public or the funds/money have been fully utilized. The special company resolution would be sufficient in this case.
File form MGT-14 with RoC
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After passing the board resolution and special resolution, the company and its director(s) need to fill the MGT-14 form to the Registrar of Companies (RoC) to proceed further. Also, along with the MGT-14 form, the company will have to submit certain important documents to complete the whole process. Important documents like the below mentioned have to be submitted.
- A copy (certified) of the special company resolution
- A copy of the EGM (Extraordinary General Meeting) notice
- The explanatory statement issued with regard to the said notice
- Altered MoA (Memorandum of Association)
Issuance of fresh certificate of incorporation
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After the completion of the above steps, the company is all set to submit the form along with the necessary documents to the RoC. The RoC will check, verify all the issued documents carefully and if everything is perfect, the RoC will issue a new certificate of incorporation to the company. Hereby, that will highlight the new changes made by the company. Object article change is not completed until the RoC provides a fresh certificate of incorporation to the company.
Incorporation of the MoA and AoA object clauses
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After the RoC (Registrar of Companies) issues the incorporation certificate, the company must take steps to incorporate the object clause in all the MoA copies.
These are documents that every Company must possess which defines the scope, rules, objectives, vision and mission of the organisation. They also contain details regarding all the shareholders and directors of the company, and are integral documents that every Company must have.
The changes made to the objectives will be effective only after the Registrar of Companies receives, accepts and acknowledges the application made. After the receival of their receipt, the company has the right to carry on the updated activities.
1. Fill Form
2. Call to discuss
3. Get Certificate
