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Change in Object Clause - MOA Alteration Under Companies Act 2013

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Section 13 Compliance: Legal process governed by Section 13 of the Companies Act, 2013. Requires Special Resolution at EGM.

MGT-14 Within 30 Days: ROC filing via Form MGT-14 within 30 days of resolution. Late filing attracts INR 1,00,000 penalty + INR 500/day.

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Overview What Is It Why Change Our Services Process Documents Mistakes Fees Timeline Why Us Pvt vs Public FAQs

Change in Object Clause - Overview

📌 TL;DR - Change in Object Clause Services at a Glance

The object clause in your MOA defines the legal scope of every business activity. When your business evolves, the object clause must be updated under Section 13 of the Companies Act 2013. Requires Special Resolution at EGM (75% shareholder approval), MGT-14 filing within 30 days, and ROC certification. Penalty for late MGT-14: INR 1,00,000 + INR 500/day. Starting at INR 4,999.

The object clause in your company's Memorandum of Association (MOA) defines the legal scope of every business activity your company can undertake. When your business evolves - whether entering a new sector, pivoting your model, or diversifying revenue streams - your MOA object clause must be updated to reflect these changes legally under Section 13 of the Companies Act, 2013.

Any activity carried on by the company that falls outside the object clause is considered ultra vires - void and unenforceable under company law. Patron Accounting helps private limited companies, public limited companies, and OPCs complete the change in object clause process end-to-end: from board resolution drafting to e-MOA preparation and MGT-14 filing with the ROC.

Content is reviewed quarterly for accuracy.

What is the Object Clause in MOA?

The object clause is the third clause in every company's Memorandum of Association. It specifies the exact purposes for which the company has been incorporated and the range of activities it is legally permitted to undertake. Under Section 4(1)(c), the object clause is divided into: (a) main objects, and (b) ancillary objects necessary for furtherance of those objects.

The object clause serves three critical functions: it protects shareholders by ensuring investment is used only for stated purposes, informs creditors and regulators about the scope of activities, and binds the Board to utilise company funds strictly within stated objects.

Ultra vires acts (activities outside the object clause) are void and unenforceable. This makes periodic review and amendment essential for growing businesses.

Key Terms for Change in Object Clause:

Section 13 - Companies Act 2013 provision governing alteration of MOA including object clause. Requires Special Resolution.

MGT-14 - Form filed with ROC within 30 days of passing Special Resolution under Section 117(1).

Special Resolution - Requires 75% of shareholders present and voting at EGM to approve the change.

e-MOA (INC-33) - Electronic MOA with amendments filed on MCA V3 portal.

Ultra Vires - An act performed outside the scope of the object clause - void ab initio under company law.

Section 13 MGT-14 Filing

Why Do Companies Need to Change the Object Clause?

Common reasons for amending the object clause:

Business Expansion: Entering new sectors such as technology, manufacturing, or e-commerce
Diversification: Adding new product lines, services, or revenue streams
Merger or Acquisition: Absorbing the objects of an acquired entity
Pivot or Restructuring: Changing core business model or winding down existing activities
New Technology: Incorporating activities related to AI, fintech, or renewables
Regulatory Requirement: Certain regulated activities require specific mentions in MOA
NIC Code Change: Shifts in industrial activity requiring updated classification on MCA portal

Applies to: Private Limited (standard procedure), OPC (single member consent), Public Limited (postal ballot + newspaper publication + dissenting shareholder exit), Section 8 (prior ROC/RD approval required).

Patron Accounting's Object Clause Change Services

Service	What We Do
Initial Consultation	Review existing MOA, identify required changes, confirm scope and new object clause wording
Board Resolution Drafting	Prepare draft Board Resolution and EGM notice with explanatory statement under Section 102(1)
EGM Coordination	Issue 21-day notice, support conduct of EGM, draft and certify Special Resolution (75% approval)
e-MOA Preparation (INC-33)	Draft amended MOA with updated object clause for MCA V3 portal; update NIC Code if applicable
MGT-14 Filing with ROC	File Form MGT-14 within 30 days with Special Resolution, EGM notice, and altered MOA attached
ROC Follow-Up	Track filing status and coordinate until fresh Certificate of Incorporation is received

Our Process

7-Step Procedure for Change in Object Clause

Under Section 13 of the Companies Act 2013. MGT-14 must be filed within 30 days. Late filing penalty: INR 1,00,000 (company) + INR 500/day continuing. ROC issues fresh Certificate of Incorporation.

Step 1

Convene Board Meeting

Issue 7-day notice to all directors. Agenda: approve proposed alteration, fix EGM date, approve draft EGM notice with explanatory statement under Section 102(1), authorise director/CS to issue notice.

Board convenedEGM date fixed

Board Done01

Step 2

Pass Board Resolution

Approve proposed new objects, recommend for members' consideration via Special Resolution, authorise CS/Director to sign and file all required forms.

Resolution passedFiling authorised

Resolution Done02

Step 3

Issue EGM Notice (21 Clear Days)

Send notice to all members, directors, and auditors at least 21 clear days before meeting. Include agenda and detailed explanatory statement explaining reason, effect, and proposed new wording.

Notice issued21-day clock started

Notice Sent03

Step 4

Conduct EGM and Pass Special Resolution

Hold EGM on scheduled date. Pass Special Resolution under Section 13(1) with at least 75% of votes cast in favour. Record proceedings in minutes.

SR passed75% approved

SR Passed04

Step 5

Prepare Amended e-MOA (INC-33)

Draft amended MOA incorporating new or modified object clause. Submit electronic MOA in Form INC-33 on MCA V3. Update NIC Code if industrial activity changed.

e-MOA preparedNIC Code updated

e-MOA Ready05

Step 6

File MGT-14 with ROC Within 30 Days

File Form MGT-14 under Section 117 with: Special Resolution, EGM notice, altered MOA, and government fee based on authorised capital. Must be filed within 30 days of passing SR.

MGT-14 filedROC notified

MGT-14 Filed06

Step 7

ROC Certification and Fresh COI

ROC registers new objects and issues fresh Certificate of Incorporation within 30 days of filing. This Certificate is conclusive evidence that all requirements have been complied with.

Fresh COI issuedObjects updated

Complete07

Documents Required for Object Clause Change

Document	Purpose
Board Resolution	Authorises the proposed change and fixes EGM date
EGM Notice with Explanatory Statement	21-day advance notice to all members, directors, auditors
Special Resolution (Certified True Copy)	Passed at EGM with 75%+ shareholder approval
Altered Memorandum of Association (MOA)	Printed copy showing new or amended object clause
e-MOA (INC-33)	Electronic MOA filed on MCA V3 portal
Certificate of Incorporation (copy)	Existing COI for reference in filing
DSC of Director / Company Secretary	Required for e-filing on MCA portal
Proof of Payment of Government Fees	As per Companies (Registration Offices and Fees) Rules 2014
Additional Regulatory Approvals (if applicable)	RBI, SEBI, or RD approval for regulated sectors or Section 8 companies

Common Mistakes to Avoid

Challenge	Impact	How Patron Accounting Solves It
Filing MGT-14 after 30 days	Attracts heavy penalty of INR 1,00,000 + INR 500/day	Patron Accounting files MGT-14 well within the 30-day window - zero delay, zero penalty
Insufficient EGM notice period	Minimum 21 clear days required (not counting notice day and meeting day)	Our CS team calculates notice period precisely and issues compliant notices
Overly broad or vague new object clause	ROC may reject clauses that are too wide or ambiguous	Expert character-level review of new wording to ensure ROC approval
Forgetting to update NIC code on MCA portal	When industrial activity changes, MCA Master Data must be updated	We verify NIC Code applicability and update Master Data alongside MGT-14 filing

Object Clause Change Fees 2026

Fee Component	Amount
Private Limited Company	INR 4,999 + GST (board resolution, EGM, Special Resolution, e-MOA, MGT-14 filing)
One Person Company (OPC)	INR 3,999 + GST (simplified single member consent process)
Public Limited Company	INR 7,999+ + GST (postal ballot, newspaper publication, dissenter exit)
Government Filing Fee (MGT-14)	Based on company's authorised share capital per MCA fee schedule
Penalty for Late MGT-14 (Company)	INR 1,00,000 base + INR 500/day continuing (max INR 25,00,000)
Patron Accounting Professional Fees	Starting from INR 4,999 (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Change in Object Clause consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Object Clause Change Timeline

Stage	Estimated Timeline
Board Meeting + Board Resolution	1-2 days
EGM Notice Period (minimum 21 clear days)	21 days
EGM + Special Resolution passed	1 day
MGT-14 filing with ROC + e-MOA preparation	3-5 working days
ROC verification and certification	Up to 30 days from filing
Total end-to-end (Patron Accounting - Pvt Ltd)	7-10 working days
Total end-to-end (Public Limited)	30-45 days

Penalty Warning: Late MGT-14 filing attracts INR 1,00,000 base penalty for company + INR 500 per day of continuing default (max INR 25 lakh). Each officer in default: INR 50,000 + INR 500/day (max INR 5 lakh). Condonation of delay requires Form CG-1 with MCA.

Key Benefits

Why Choose Patron Accounting for Object Clause Change?

Expert CS-Led Process

Company Secretaries with hands-on MCA V3 portal experience handle the complete filing process.

Accurate Wording Review

Character-level review of new object clause wording to avoid ROC rejection.

On-Time MGT-14

Zero delay, zero penalty. Filed well within the 30-day statutory window.

Transparent Pricing

Fixed pricing from INR 4,999 with no hidden charges. Government fees quoted separately.

End-to-End Handling

From board resolution drafting to ROC certification follow-up - updates at every stage.

Pan-India Service

1,000+ businesses served. Offices in Pune, Mumbai, Delhi, Bangalore.

Why Companies Trust Patron Accounting

1,000+ Companies Served | 7-10 Working Days (Pvt Ltd) | 100% ROC Compliant | Expert CA and CS Team | 15+ Years Experience

Pvt Ltd vs OPC vs Public Ltd - Object Clause Change

Parameter	Pvt Ltd	Public Ltd
EGM Required	Yes	Yes
Postal Ballot	No	Yes (for unutilised funds)
21-Day Notice	Yes	Yes
Newspaper Publication	No	Yes - English and vernacular
Exit for Dissenters	No	Yes
NIC Code Update	If applicable	If applicable
ROC Certification	Fresh COI issued	Fresh COI issued
Typical Time (Patron)	7-10 days	30-45 days

Related Corporate Compliance Services

Change in Company Name - amend name clause of MOA with ROC approval
LLP Agreement Amendment - modify LLP agreement including object clause
Increase in Authorised Share Capital - alter capital clause of MOA
Annual ROC Compliance - MGT-7, AOC-4, and annual filings
Director Appointment and Resignation - DIR-12 filings with MCA

Legal Framework - Section 13 Companies Act 2013

Provision	Requirement
Section 13(1)	Object clause can be altered by a Special Resolution.
Section 13(6)	ROC to certify alteration within 30 days of MGT-14 filing.
Section 13(8)	Companies with unutilised public prospectus funds face additional requirements.
Section 13(9)	Dissenting shareholders of public companies must be given exit option.
Section 117(1)	MGT-14 must be filed within 30 days of passing the Special Resolution.
Rule 29 and Rule 32	Procedure for MOA alteration including EGM notice requirements.
Section 173 + SS-1	Board meeting notice requirements - minimum 7 days.
Section 101	EGM notice to all members, directors, auditors - minimum 21 clear days.

External Authority Link: MCA Portal - Forms and Filing

Frequently Asked Questions - Change in Object Clause

Get answers about MOA alteration, Section 13 procedure, MGT-14 filing, penalties, and ROC certification.

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What is the object clause in a company's MOA?

The object clause is the third clause in every MOA. It defines the exact purposes and range of business activities the company is legally permitted to undertake under Section 4(1)(c) of the Companies Act 2013. A company cannot legally operate beyond its stated object clause.

Which section governs the change in object clause?

Section 13 of the Companies Act 2013, read with Rule 29 and Rule 32 of the Companies (Incorporation) Rules 2014.

What form must be filed with ROC to change the object clause?

Form MGT-14 under Section 117(1) within 30 days of passing the Special Resolution.

Is shareholder approval required?

Yes. Special Resolution passed by at least 75% of shareholders present and voting at an EGM. 21 clear days notice required to all members, directors, and auditors.

How long does the process take?

7 to 10 working days for a private limited company with Patron Accounting. 30 to 45 days for public limited companies with additional requirements.

What is the penalty for late MGT-14 filing?

Company: INR 1,00,000 base + INR 500/day continuing (max INR 25,00,000). Officer in default: INR 50,000 + INR 500/day (max INR 5,00,000).

Can ROC reject the proposed change?

Yes. ROC may reject if proposed objects are illegal, against public policy, too broad, or non-compliant with structural regulations. A CS ensures precise, legally compliant wording.

Does the change require a new Certificate of Incorporation?

Yes. ROC issues a fresh COI upon registering the change. This Certificate is conclusive evidence that all requirements have been complied with. Alteration is effective only from the date of this Certificate.

Quick Answers

Which section? Section 13 of Companies Act 2013 read with Rule 29 and Rule 32.

Which form? MGT-14 filed within 30 days of Special Resolution.

Time taken? 7-10 working days (Pvt Ltd); 30-45 days (Public Ltd).

New COI required? Yes. ROC issues a fresh Certificate of Incorporation upon registering the change.

File MGT-14 On Time - Avoid INR 1 Lakh Penalty

Key Deadlines:

7 days: Board Meeting notice to all directors
21 clear days: EGM notice to all members, directors, auditors
30 days: MGT-14 must be filed with ROC after Special Resolution - penalty INR 1,00,000 + INR 500/day for delay
30 days: ROC certifies alteration and issues fresh COI

Ultra vires risk: Any activity outside your object clause is void and unenforceable. Amend before commencing new activities.

Call +91 945 945 6700 or WhatsApp us for a free consultation.

Change Your Object Clause - Starting at INR 4,999

Your MOA object clause defines the legal boundary of your business. Operating beyond it exposes your company to ultra vires risk - void contracts, regulatory action, and shareholder disputes. Amending proactively before commencing new activities is essential corporate governance.

Patron Accounting's CS team handles the complete process in 7-10 working days for private limited companies - from board resolution to fresh Certificate of Incorporation. 1,000+ companies served with 100% ROC compliance.

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Object Clause Change Services Across India

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Object Clause Change by City

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Content Created: March 2026 | Last Updated: 20 April 2026 | Next Review: March 2027 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed annually. Trigger: Companies Act 2013 amendments, Companies (Incorporation) Rules 2014 changes, or MCA filing procedure updates.