Procedure for change in Object
clause of the Company
An object clause in company states the purpose or range of
the activities carried on by the Company. Change in Object clause of the
Company involves alteration of Memorandum of Association of the Company. For
change in object clause, consent of members is required by passing Special
Resolution.
Secretarial
procedure for alteration in object clause is given below:
1.
Calling of Board
Meeting: Issue notice for Board meeting, In this board meeting following things
to be done:
·
Get Approval of Director for change I object clause of Memorandum
·
Fix day, time &
date for Extraordinary general meeting for getting approval from shareholders
by passing Special Resolution.
·
Approve notice of
Extraordinary General Meeting with agenda or explanatory statement.
·
authorise the Director
or Company Secretary to issue Notice of the Extra-ordinary General meeting
2.
Holding of
Extraordinary General Meeting: Pass Special Resolution in General Meeting on
due date.
3.
ROC Form filing:
Company is required to file Special Resolution passed by shareholders for
alteration of Memorandum with concerned Registrar of Companies in prescribed
form within 30 days of passing special resolution.( attached Notice of General Meeting, Special Resolution,
Altered Memorandum, Board Resolution with it).
4.
The Registrar shall
register any alteration of the Memorandum with respect to the objects of the
company and certify the registration within a period of thirty days from the
date of filing of the Special Resolution
Small Restriction regarding Change in object clause of
Memorandum:
Company
cannot change its object clause unless company pass the special resolution
regarding following thing:
1.
Prescribed details in
respect of such resolution shall also be published in the newspapers (one in
English and one in vernacular language) which is in circulation at the place
where the registered office of the company is situated and shall also be placed
on the website of the company, if any, indicating therein the justification for
such change;
2.
The dissenting shareholders
shall be given an opportunity to exit by the promoters and shareholders having
control in accordance with regulations to be specified by the Securities and
Exchange Board.
Documents
Required
-
Altered Memorandum of
Association
-
Board Resolution
-
Special Resolution
-
Notice of General
Meeting along with Explanatory Statement
*Please take note
that when there is a change in the objects Clause of a One Person Company,
there is no need to hold General meeting as there is only one shareholder in
OPC.
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