Change Object Clause of a Company — Special Resolution & MGT-14
To change the object clause of your company, shareholders pass a special resolution altering the memorandum of association, and the company files it with the ROC in Form MGT-14 within 30 days. The new objects take effect only after the ROC registers the alteration. We draft the new clause and resolutions, and file the form.
What it is
The object clause is the part of your memorandum of association (MoA) that says what business the company is set up to do. Under Section 4(1)(c) of the Companies Act, 2013, it lists the objects of the company and the matters considered necessary in furtherance of them. Changing it usually means adding a new line of business or dropping an old one.
Section 13(1) allows the MoA to be altered by special resolution. The resolution is filed with the Registrar of Companies (ROC) in Form MGT-14 on the MCA V3 portal within 30 days (Section 117). Under Section 13(9), the ROC registers the alteration and certifies it within 30 days of the filing, and Section 13(10) says the change has no effect until it is registered.
Who it applies to
You are starting a new line of business
Say a Faridabad auto-components maker wants to install EV chargers for its customers. If its MoA covers only manufacturing, the objects change first.
Your objects are out of date
Think of a trading company that shut its export line in 2023 but still lists it in the MoA. Dropping it keeps the MoA an accurate record of what you do.
You run a Section 8 or public-issue company
A Section 8 company needs the previous approval of the Central Government (Section 8(4)). A company with unutilised money from a prospectus follows the extra steps in Section 13(8).
Why it matters
Registration is what counts
Under Section 13(10), no alteration has any effect until it is registered. Until then, the old objects stand.
Banks and partners read your MoA
Banks, lenders and tender committees often ask for the MoA and check that the business in front of them is covered by the objects.
Your records stay consistent
GST, Udyam and the activity codes in your annual return should all describe the same business. A fresh object clause is the anchor for all three.
Documents required
For the new clause
- A short description of the new business, or of the objects to be dropped
- Current MoA and articles of association (AoA)
- Draft of the altered object clause
From the board and shareholders
- Board resolution approving the draft and calling a general meeting
- Notice of the meeting with the explanatory statement under Section 102
- Certified copy of the special resolution
- Altered MoA
- Minutes of the general meeting
For filing
- Valid digital signature certificate (DSC) of a director
- For a Section 8 company: the Central Government’s approval
- For a company with unutilised prospectus money: postal ballot results and newspaper advertisements
How it works
Draft the new object clause
We sit with you to understand the new business and write the objects in clear terms, along with the matters needed to further them. In practice, the wording should be specific enough for a bank officer to see your business in it. We also check whether the new activity needs a licence of its own.
Approve the draft at a board meeting
The board approves the altered MoA, the notice and the explanatory statement, and calls an extraordinary general meeting (EGM).
Pass the special resolution at an EGM
After 21 clear days’ notice, or shorter notice with the members’ consent under Section 101, shareholders pass the special resolution altering the object clause.
File MGT-14 within 30 days
We file Form MGT-14 on the MCA V3 portal with the certified resolution, the explanatory statement and the altered MoA, signed with a director’s DSC.
Let the ROC register it
The ROC registers the alteration and certifies it within 30 days of the filing (Section 13(9)). For a Faridabad company, that is the ROC Haryana at Chandigarh, in place since 16 February 2026. The new objects are effective from registration.
Update GST, Udyam and the annual return
If the goods or services in your GST registration change, the amendment in Form GST REG-14 is due within 15 days (Rule 19 of the CGST Rules). We also update your Udyam registration, and the next annual return reports the new business activity codes.
Timelines
21 clear days for the EGM notice
Section 101 needs 21 clear days’ notice for a general meeting. Shorter notice works for an EGM if a majority in number of members holding at least 95% of the paid-up voting capital agree.
30 days to file MGT-14
The special resolution must reach the ROC in Form MGT-14 within 30 days of being passed (Section 117).
30 days for the ROC to register
Section 13(9) gives the ROC 30 days from the filing to register the alteration and certify it.
When a special resolution is not enough
| Your situation | What else applies |
|---|---|
| Company with no unused public-issue money | Special resolution, MGT-14 within 30 days, ROC registration |
| Section 8 company | Previous approval of the Central Government under Section 8(4) |
| Company with unutilised money raised through a prospectus | Special resolution by postal ballot, newspaper and website disclosure, and an exit offer to dissenting shareholders (Section 13(8) and Rule 32) |
| New object is a regulated business | The regulator’s own registration or licence, which the altered MoA does not replace |
Section 13(8) applies when a company raised money from the public through a prospectus and still has part of it unutilised. Under Rule 32 of the Companies (Incorporation) Rules, 2014, the special resolution is passed by postal ballot, and the notice states the total money received, the amount used and the unutilised amount, with the justification for the change. The details are published in one English and one vernacular newspaper circulating where the registered office is, and on the company’s website. Dissenting shareholders get an opportunity to exit, offered by the promoters and controlling shareholders under SEBI’s regulations.
Here is the catch: a regulated activity is a separate question. Adding lending to your objects, for example, does not let you start a lending business; that needs NBFC registration with the RBI.
What happens if you file late
You pay 2× to 12× the MGT-14 fee
The additional fee is 2× the normal fee up to 30 days late, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days and 12× beyond 180 days.
The ROC can levy a Section 117 penalty
Section 117(2) provides a penalty of ₹10,000 plus ₹100 for each day of default, up to ₹2 lakh for the company and ₹50,000 for each officer in default.
Your new business runs ahead of your objects
Until the alteration is registered, it has no effect (Section 13(10)). If that EV charger work starts first, it runs outside the registered objects. Short gap, avoidable risk.
Frequently asked questions
What is the procedure to change the object clause of a company?
The board approves the draft altered MoA and calls an EGM, shareholders pass a special resolution under Section 13(1), and the company files it in Form MGT-14 within 30 days. The ROC then registers the alteration and certifies it within 30 days of the filing under Section 13(9). Section 8 companies and companies with unutilised prospectus money have extra steps. We draft every document and file it for you.
Is a special resolution compulsory to change the objects?
Yes. Section 13(1) allows the memorandum to be altered only by special resolution, and the object clause is part of the memorandum. The one carve-out in Section 13(1) is Section 61, which covers share capital changes such as increasing authorised capital, not the objects. A board resolution alone is never enough. With the notice and explanatory statement drafted properly, the meeting itself takes minutes.
When does the new object clause take effect?
On registration by the ROC, not on the date of the meeting. Section 13(10) says no alteration has effect until it is registered, and Section 13(9) gives the ROC 30 days from the filing of the special resolution to register and certify it. So file MGT-14 promptly after the EGM. If the new business has a start date, work back from it and leave room for the ROC’s 30 days.
What is the deadline and government fee for MGT-14?
MGT-14 is due within 30 days of passing the special resolution. The normal fee depends on authorised capital: ₹200 below ₹1 lakh, ₹300 for ₹1–5 lakh, ₹400 for ₹5–25 lakh, ₹500 for ₹25 lakh–₹1 crore and ₹600 at ₹1 crore and above. A company without share capital pays ₹200. Filed on time, no additional fee applies, so the base slab is all you pay the ROC for this form.
Can a Section 8 company change its objects?
Yes, but only with the previous approval of the Central Government under Section 8(4). The new objects also need to stay within the purposes Section 8(1) allows, such as education, research, social welfare, charity or protection of the environment. Once approval is in hand, the special resolution and MGT-14 follow as for any company. We prepare the application and the altered MoA together, so nothing waits on the other.
What extra steps apply to a company that raised money through a prospectus?
If any of that money is still unutilised, Section 13(8) and Rule 32 apply. The special resolution is passed by postal ballot, with the notice showing the money received, used and unutilised, and the justification. The details go in one English and one vernacular newspaper and on the website, and dissenting shareholders get an exit offer from the promoters and controlling shareholders. Private companies that never issued a prospectus skip all of this.
Do we need to change our company name as well?
Not automatically. Changing the objects does not by itself require a new name. But if the name points to a business you are dropping, a matching name change often makes sense. That is a separate process under Section 13(2): name reservation through RUN, a special resolution, MGT-14 and Form INC-24, ending with a fresh certificate of incorporation. Both resolutions can be passed at the same EGM, which saves a meeting.
What do we update after the ROC registers the change?
Your GST registration, Udyam details and your next annual return. If the goods or services listed in your GST registration change, file Form GST REG-14 within 15 days under Rule 19 of the CGST Rules. Udyam details can be updated online free of cost. MGT-7 reports the business activity codes with the share of turnover from each. We hand you a short checklist so nothing is missed.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
| Authorised capital | MGT-14 normal fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
| Company without share capital | ₹200 |
Filed late, the fee is multiplied 2× to 12× depending on the delay.
Ready to begin?
Tell us what you want to add or drop. We will draft the new object clause and file MGT-14 well inside the 30 days.