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The Object Clause (Clause III) of the Memorandum of Association (MOA) is one of the most critical clauses — it defines the main business activities a company is legally permitted to undertake and the ancillary activities necessary to support them. A company cannot carry on any business outside the scope of its object clause; doing so would be considered ultra vires (beyond powers) and legally void.
Under Section 13 of the Companies Act, 2013, a company can alter its object clause by passing a Special Resolution (75% majority) at a General Meeting and filing Form MGT-14 with the Registrar of Companies within 30 days. The ROC then registers the alteration and issues a fresh Certificate of Incorporation.
For LLPs, the business activities are defined in the LLP Agreement. Changing these requires executing a Supplementary LLP Agreement and filing Form LLP-3 with the ROC within 30 days.
Governs alteration of MOA including object clause
Filing of Special Resolution with ROC
Amendment to LLP Agreement filing
New Certificate of Incorporation if NIC code changes
Companies frequently need to alter their business objectives as they grow and evolve
When a company expands horizontally or vertically into new domains — launching new products, services, or entering new industries — the object clause must be amended to legally cover these new activities.
When another company acquires control or a merger takes place, the business direction and vision often change. The object clause needs updating to reflect the combined entity's new strategic objectives.
Over time, certain business activities may become obsolete, unprofitable, or impractical. Removing these from the object clause keeps the MOA clean and accurately reflects the company's current operations.
Government policies evolve — activities once permitted may become restricted or require specific licenses. Amending the object clause ensures continued legal compliance and mitigates regulatory risk.
Investors and venture capitalists often require the object clause to explicitly cover the business activities they are investing in. Updating it builds confidence and satisfies due diligence requirements.
Companies pivoting to technology, e-commerce, fintech, or digital services need their MOA updated to include IT-related objects, digital payments, SaaS, or platform-based business models.
Under Section 13 of the Companies Act, 2013 read with Rule 29/32 of the Companies (Incorporation) Rules, 2014
Issue notice to all directors at least 7 days in advance. The Board will approve the proposed changes to the object clause, fix the date/time/venue for the EGM, and authorize a director or company secretary to sign, certify, and file the necessary forms with the ROC.
Issue notice of the EGM to all members, directors, and auditors at least 21 clear days before the meeting date, in compliance with Section 101 of the Companies Act and Secretarial Standard-II. The notice must include an explanatory statement under Section 102 detailing the proposed changes and their rationale.
Hold the EGM and pass a Special Resolution approving the alteration of the object clause (Clause III) of the MOA. At least 75% of the shareholders present and voting must vote in favour. For companies with more than 200 members, the resolution must be passed through postal ballot.
If the company has raised funds through a public offer and has unutilized funds, the Special Resolution must be passed through postal ballot. Additional disclosures required: total money received from prospectus, amount utilized, unutilized balance, justification for change, financial impact assessment. The resolution must be published in English + vernacular newspaper and posted on the company's website. Dissenting shareholders must be offered an exit opportunity as per SEBI regulations.
File Form MGT-14 with the Registrar of Companies within 30 days of passing the Special Resolution. The form must be digitally signed by a Director and certified by a practicing professional (CA/CS/CMA). Attachments include: certified true copy of Special Resolution, EGM notice with explanatory statement, altered MOA, Board Resolution (optional), and attendance sheets.
The ROC examines the filing. Upon satisfaction, the ROC registers the alteration and issues a fresh Certificate of Incorporation within 30 days of filing. If the NIC (National Industrial Classification) code changes due to the new objects, the CIN number is updated accordingly. This certificate is conclusive evidence that all requirements have been duly complied with.
After receiving the fresh Certificate, update the object clause in all copies of the MOA. Also update the NIC code in GST registration (if applicable), bank records, and all statutory documents. For listed companies, submit the altered MOA to the Stock Exchange within 24 hours and post it on the company website within 2 working days.
| Parameter | Company (Pvt Ltd / OPC / Section 8) | LLP |
|---|---|---|
| Governing Law | Section 13, Companies Act, 2013 | LLP Act, 2008 & LLP Agreement |
| Where Objects Defined | Clause III of MOA (Memorandum of Association) | LLP Agreement |
| Approval Required | Board Resolution + Special Resolution (75% majority at EGM) | Partners' Resolution (consent of all partners or as per LLP Agreement) |
| Form to File | Form MGT-14 with ROC | Form LLP-3 with ROC |
| Filing Deadline | Within 30 days of Special Resolution | Within 30 days of Supplementary Agreement execution |
| Additional Document | Altered MOA + EGM Notice + Explanatory Statement | Supplementary LLP Agreement (on stamp paper) |
| ROC Outcome | Fresh Certificate of Incorporation (if NIC changes) | ROC approval; LLP can start new activities |
| Timeline | 15–30 working days | 15–30 working days |
| Penalty for Non-Compliance | ₹1,000 per copy of MOA issued without alteration | ROC may reject or raise query; delayed filing attracts additional fees |
Procedure under the LLP Act, 2008 for altering or adding business activities
Under Section 11(2)(c) of the LLP Act, the business activities of an LLP are defined in the LLP Agreement filed at incorporation. When an LLP wants to change, add, or remove business activities, it must follow a structured procedure.
Step 1: Check the existing LLP Agreement for any specific provisions regarding alteration of objects. If no provision exists, consent of all partners is required.
Step 2: Hold a partners' meeting and pass a resolution approving the change in business activities.
Step 3: Draft and execute a Supplementary LLP Agreement on stamp paper (₹100–₹500, varies by state), signed by all partners and witnessed by at least two individuals.
Step 4: File Form LLP-3 with the ROC within 30 days of execution of the Supplementary Agreement.
Step 5: After ROC approval, commence new business activities and update all records.
Cannot commence without ROC approval: The LLP can only start new business activities after the ROC approves the Form LLP-3 filing. If the business activity is not as per law, the ROC has the power to reject or raise a query.
NBFC restriction: LLPs are restricted from carrying on NBFC (Non-Banking Financial Company) business activities as per RBI guidelines.
Stamp duty: The Supplementary LLP Agreement must be executed on stamp paper. The stamp duty amount varies from state to state (typically ₹100–₹500).
NIC Code update: If the new business activity falls under a different NIC code, the same must be updated in the MCA records.
Filing fees: Filing fee for Form LLP-3 depends on the total contribution of the LLP — starting from ₹50 for contributions up to ₹1 lakh.
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The Object Clause (Clause III) of the Memorandum of Association defines the main business activities and ancillary activities the company is legally permitted to undertake. Under the Companies Act 2013, the object clause is divided into Main Objects (primary business purpose) and Ancillary Objects (supporting activities). A company cannot operate beyond its object clause — any such activity would be ultra vires and void.
For companies, Form MGT-14 is filed with the ROC within 30 days of passing the Special Resolution. The form must be digitally signed by a Director and certified by a CA/CS/CMA in practice. For LLPs, Form LLP-3 is filed within 30 days of execution of the Supplementary LLP Agreement.
No. The Board can only approve the proposal and call the EGM. The actual approval must come from shareholders by way of a Special Resolution (75% majority). For companies with more than 200 members, the resolution must be passed through postal ballot under Section 110(1)(a) of the Companies Act.
If a company raised money through a public prospectus and has unutilized funds, it must: disclose total money received and utilized/unutilized, pass the resolution through postal ballot, publish it in English + vernacular newspaper, post on the company website, and provide dissenting shareholders an exit opportunity as per SEBI regulations.
The standard timeline is 15–30 working days (7 days for Board notice + 21 days for EGM notice + filing + ROC approval within 30 days). For companies requiring postal ballot under Section 13(8), the process may take 45–60 days due to newspaper publication and exit offer requirements.
Yes. An LLP changes its objects by holding a partners' meeting, passing a resolution, drafting a Supplementary LLP Agreement (on stamp paper), and filing Form LLP-3 with the ROC within 30 days. The LLP can start new activities only after ROC approval. Note that LLPs cannot carry on NBFC activities per RBI guidelines.
The CIN may change if the NIC (National Industrial Classification) code changes due to the new business activities. The ROC issues a fresh Certificate of Incorporation with the updated CIN. If the NIC code remains the same, the CIN won't change but a fresh certificate is still issued confirming the alteration.
Yes, an EGM can be called at shorter notice if written consent is obtained from at least 95% of the shareholders of the company. The shorter notice consent letters must be attached as additional documents when filing Form MGT-14 with the ROC.
Our expert CA team handles the entire process — from drafting resolutions to filing MGT-14 and obtaining a fresh Certificate of Incorporation.
The information provided on this page is for general informational purposes only and should not be construed as legal or professional advice. MCA filing requirements, government fees, and procedures may change as per MCA notifications and circulars. Government fees are additional and payable directly to MCA. Timelines mentioned are indicative and subject to MCA/ROC processing. Professional fees are exclusive of government fees and stamp duty. Stamp duty for Supplementary LLP Agreements varies by state. We recommend consulting with a qualified professional for specific compliance matters. Wealth4India is a brand of ShyamDa India Ventures and is not affiliated with the Ministry of Corporate Affairs or any government body.