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Section 13 read with Act 29 of the Companies (Incorporation) Regulations, 2014

The Memorandum of Association (MOA) of a company contains phrases that determine the purpose and scope of the company's activities. After the company is incorporated, it may want to change the object clause. This requires a change in the company's MOA and section 13 of the Companies Act 2013 covers the same. The clause in the MOA may be amended (except for a clause which requires a general decision) by passing the prescribed decision as stated in section 13. It covers the basic procedure for modifying the company's MOA condition. according to the Companies Act 2013.

Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum.

A company may change its item by adding, subtracting, changing, replacing, or otherwise, as long as it wishes:


STEP-I Call Board Meeting: (In terms of Section 173 and SS-1)

  • Issue notice of Board Meeting to all directors of the company at least 7 days prior to the Board Meeting date.

  • Attach Agenda

  • Notes on Agenda

  • A Draft Solution

STEP II: Hold a Board Meeting:

  • Define new object of the Company.

  • Passing Board Resolution after Item Selection.

  • Obtain approval to change the substance of the item and recommend the proposal for consideration by members in the form of a special resolution.

  • Fix the date, time, and place of the general meeting and to authorize the director or other person to send the same notice to the members.

STEP- III: Issue Notice of Extra Ordinary General Meeting: (Section 101)

An EGM notice will be given at least 21 days before the actual EGM date. EGM may be called a Short Notice with the consent of the unreachable majority and a total of ninety-five percent of the share capital of a company that grants voting rights at that meeting:

  • All Directors.

  • Members

  • Company Inspectors

The notice will specify the venue, date, date and time of the meeting and contain a business statement to be submitted to the EGM.

STEP-IV - Hold a General Meeting: (Section 101)

  • Look at the Quorum.

  • Check that the auditor is there, if not. And then a leave of absence exists to believe it or not. (Subject to section 146).

  • Appeal the Special Decision. [Section 114 (2)]

  • Approval of changes to the MOA.

STEP-V- Filing of Form MGT 14with ROC

File Form NO. MGT-14 (Completion of Resolutions and Agreements to the Registrar under section 117) with the Registrar and the required filing within 30 days of the decision passed, together with the documents provided: -

Documents Requirement

  • Certified True Copies of Special Decisions and an explanatory statement;

  • A copy of the meeting notice sends it to members and all entries;

  • A printed copy of the Memorandum Article of Associations.

  • Copy of Access Sheet of General Meetings.

  • Temporary permission, if any.

STEP-VI- Follow:

The Registrar will then register the conversion and issue a certificate which will be clear evidence that all requirements relating to the change have been properly followed by the company.

The conversion will be complete and effective only if the certificate is issued

Include changes to every copy of the memorandum.

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