Change in Object clause of the Company involves Alteration of Memorandum of Association of the Company. Section 13 of Companies Act 2013 regulates the process of amendment in Memorandum of Association and is applicable to all Companies.

Section 13 of the Companies Act, 2013 deal with change of object which says that the object of the company can be changed by a special resolution and the Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration.

STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

1. Calling a Board Meeting: The first thing that needs to be done is issuing a notice for convening a meeting of the Board of Directors. Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolutions:
   1. to consider and approve the alteration in the Object Clause of MOA of the Company subject to Members’ Approval of the Company.
   2. to fix day, date, time and venue for holding General Meeting of the Company.
   3. to approve the draft notice of General Meeting or Postal Ballot along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
   4. to authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
   5. to delegate authority to Company Secretary or any one director of the company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the alteration of Object Clause.
2. Issue Notice for conducting an Extra-ordinary General meeting (EGM): The notice of the Extra-Ordinary General Meeting must be issued to all the Directors, members, and the auditors as per the provisions of Section 101 of the Companies Act, 2013.
3. Holding of General Meeting: Convening of an Extra Ordinary General Meeting of the Company for according the approval of Members of the Company for altering of object clause by way of an Special Resolution along with the explanatory statement in accordance with the Articles of Association, Section 101 and 102 of the Companies Act, 2013.
4. Filing with ROC: Once the special resolution is passed at the EGM, the authorised director or the company secretary will file Form MGT-14 with the RoC. Along with MGT-14, other documents to be filed are–
   1. Certified copy of the special resolution
   2. Notice of Extra Ordinary General Meeting (EGM)
   3. Explanatory statement to the notice
   4. Altered Memorandum of Association
5. Certification by ROC: Upon receiving the application, the Registrar shall inspect the same. Upon satisfaction of the application’s correctness, it shall approve the alteration and certify the registration within 30 days of filing a Special resolution.

The Registrar will issue such a certificate that shall be conclusive evidence as per all the requirements with respect to the alteration that has been duly complied by the company. Further, no change is made under the section that shall have any effect until it has been registered according to this section’s provisions.

The alteration shall be complete and valid only after the Registrar issues the certificate.