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Change in object/ Place of Business



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A Quick glance of "Change in Object/Place of Business"

Change in Object clause

Changes to MOA objects clause must be filed using form MGT-14 within 30 days of the passing of Special Resolution along with the approved fees and the following attachments:

PROCEDURE FOR ALTERATION OF OBJECT CLAUSE OF MOA UNDER COMPANIES ACT, 2013

1.Call and convene the Board Meeting by giving notice of not less than seven days for the following purposes:

• Consider the agenda for alteration of object clause

• Fixation of day, date, time and place of Extra Ordinary General Meeting (EOGM).

• To approve the notice of EOGM and explanatory statement to be annexed to the notice.

• Authorisation for issuance of notice.

2. Issuance of notice of EOGM to all the members, Directors and the Auditors of the Company at least 21 clear days before the actual date of the EOGM in accordance with the Secretarial Standards-II.

3. Holding of EOGM on due date and pass the requisite resolution for alteration of object clause of memorandum of association of the Company.

4. Filing of Form MGT-14 within 30 days of passing the special resolution along with the following attachments:

• Certified True Copy of special resolution passed along with the explanatory statement

• Copy of notice of EOGM

• Final altered signed memorandum of association

• In case the EOGM is held at a shorter notice, then the consent as received from the shareholders shall also be attached as an optional attachment.

In case a company wants to change its object clause, it can do so by filling passing necessary resolution and file eForm MGT-14.



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Sections related to “Change in Place of Business”

Attachment Required

Within the city

Companies relocating the Registered Office within the local limits of the city or town can do so without the permission of the shareholder or any other authority.

Form INC-22 is required

Other State

• Altered MoA and Article of Association (AoA) of the company;

• Minutes of general meeting recording votes;

• A special resolution passed by the members for alteration of MoA and AoA;

• Power of attorney or board resolution;

• List of creditors and debenture holders of the company who are entitled to object to the application, along with their address, nature of debt, and the amount due;

• Authority letter, the board of resolution for the person who will appear in the hearings, if any; and

• An affidavit from the directors that no employee shall be retrenched as a consequence of shifting of Registered Office.

Same state

Companies shifting the Registered Office outside city limits but within the same state must take approval from shareholders by way of passing special resolutions.

No other permission or change in the MoA is needed.