Format of Special Resolution for Change in Object Clause of Company

Last Updated on March 13, 2026

Every company in India is created with a fixed goal or purpose. These objectives are stated in the company’s Memorandum of Association (MoA), particularly in the Object Clause. This clause describes what the company aims to do and restricts its activities to only those cited. However, as businesses grow, they may wish to enter new areas of business or discontinue certain activities. In such instances, the company must alter its object clause.

The Companies Act, 2013, offers a distinct process for altering the object clause of a private limited company. This blog explains the step-by-step procedure in a simple manner, encompassing all required legal steps, documents, and compliance requisites.

Overview of Object Clause

The Object Clause is among the most essential parts of a company’s Memorandum of Association (MoA). It informs:

1. Primary Object: The main business activity for which the company is formed. Examples: software development services, electronics manufacturing.
2. Subsidiary Object: Activities that support or facilitate the main business. Examples: Importing raw materials, Marketing services, Warehousing
3. Other Objects: Any other activities the company may undertake apart from the main objects (this category has restricted relevance under the Companies Act, 2013). Investment activities, Real estate, Trading

A company is permitted to perform only those tasks that are stated in its object clause. If it wishes to do something other than that, it must first officially alter the object clause.

Why Alter the Object Clause?

Here are some popular reasons:

• The company wishes to begin a new business.
• The company wishes to wind up its prevailing business and shift in a new direction.
• Industry trends or business models have changed.
• An acquisition, merger, or internal restructuring has occurred.
• Modifying the object clause permits the company to legally expand or move its business operations.

As per Section 13 of the Companies Act, 2013, a company can alter its object clause by way of passing a Special Resolution and filing Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution. This provision allows companies to add new business activities, delete existing ones, or modify existing ones as business needs evolve.

Object clause amendment is vital when a company desires to diversify into new industries, follow new business avenues, or align its MoA with its actual operations. Functioning outside the specified objects can render contracts ultra vires (beyond powers) and likely void.

Legal Provisions Relevant

The alteration of the object clause is governed by:

Rule 29 of the Companies (Incorporation) Rules, 2014

Section 13 of the Companies Act, 2013

Documents Needed for Object Clause Amendment

The specified documents and information are needed for changing the object clause:

• Suggested new/amended object clauses
• Prevailing Memorandum of Association (MoA)
• Notice of EGM with clarification
• Special Resolution adopted by shareholders
• Board Resolution for convening EGM
• Attendance sheet and minutes of EGM
• Amended the MoA with the latest object clause
• Company’s CIN and registration details
• DSC of one director and CS (if relevant)

Sample Format of Special Resolution for Change in Object Clause of Company (2026 Template)

The following is a sample format of the special resolution to modify the object clause:

“RESOLVED THAT pursuant to the provisions of Section 13 and the other relevant provisions of the Companies Act, 2013 and the regulations made thereunder (like any statutory modifications or the re-enactment thereof), the consent of the shareholders be and is hereby accorded is accorded to change the object clause of the Memorandum of Association, (MOA) of the Company by substituting the existing Clause III (A) with the following clause:

‘To carry on the business of [ insert new object] …’

RESOLVED FURTHER THAT any Director of the company be and is hereby authorised to sign and file required forms and documents with the Registrar of Companies and to perform all such acts, deeds and things as may be required to give effect to this resolution.”

Timeline for Change in Object Clause

If a company decides to alter the object clause in its Memorandum of Association (MOA), it has to pass a special resolution under Section 13 of the Companies Act, 2013. The process usually begins with the Board of Directors giving approval. Then, the shareholders need to agree by passing that special resolution. Following this, the company has to file the necessary forms with the Registrar of Companies (RoC) and wait for their approval before receiving a new certificate of incorporation. The timeline usually spans 2-4 weeks based on filings and RoC processing.

Stepwise Timeline for Modification in the Object Clause

1. Board Meeting

• Action: Call a board meeting to accept the proposal for the change of the object clause.
• Timeline: Within some days of the decision.
• Output: Board resolution to convene an Extraordinary General Meeting (EGM).

2. Notice of EGM

• Action: Send notice of EGM to shareholders (minimum 21 clear days before the meeting).
• Content: Agenda, clarification under Section 102, and draft resolution.
• Timeline: 3 weeks (legal requirement).

3. Extraordinary General Meeting (EGM)

• Action: Accept a special resolution (needs approval of a minimum 75% of shareholders attending and voting).
• Timeline: On fixed EGM date.
• Output: Special resolution accepting change of object clause.

4. Filing with RoC

• Action: File Form MGT-14 with the Registrar of Companies. You’ve got 30 days from when the resolution passes to get that info to the Registrar of Companies.
• Don’t forget the attachments: we need that certified copy of the resolution, some clarification, the notice for the EGM, and the changed MOA.
• We’re looking to get this done in about a month.

5. ROC Acceptance:

• So, RoC checks it out and gives it the green light.
• A fresh certificate of incorporation with the new object clause.
• Timeline: Typically, 1-3 weeks based on RoC workload.

The ROC filing fee depends on the company’s authorised share capital as prescribed under the MCA fee rules.

Practical Example

Consider a private limited company incorporated with the objective of providing software development services. With time, the management chooses to foray into e-commerce by launching an online platform for retail products. As e-commerce is not a component of the initial object clause, the company cannot lawfully run this business. To do so, the company must follow the above process, adopt a special resolution, file the required forms with the RoC, and obtain acceptance of the new object clause. Only after acceptance can the company lawfully perform e-commerce activities.

How Kanakkupillai Assists with the Format of Special Resolution for Change in Object Clause

Kanakkupillai helps Companies by providing an alternative, legally compliant format, along with step-by-step instructions for drafting a special resolution to change the object clause in the Memorandum of Association (MoA). They ensure compliance with the Companies Act, 2013, in a simple manner, ensuring that the resolution meets statutory requirements and is filed with the Registrar of Companies.

Kanakkupillai aids in the following ways:

• Expounds the legal structure: Sections 4 and 13 of the Companies Act, 2013, govern the modification of the object clause. Kanakkupillai outlines these provisions in easy terms.
• Offers specimen formats: Readily usable templates for drafting special resolutions, framed to object clause alterations.
• Stepwise compliance: Guidance on board acceptance, shareholder conference, filing forms (like MGT-14), and Registrar submission.
• Ensures precision: Aids in preventing errors that could cause rejection by the Registrar of Companies.
• Advisory backing: Explains when extra disclosures are required (e.g., if public money garnered through the prospectus stays unutilized).

Wrapping Up

The object clause of a company’s MOA performs a major role in defining the scope of its business activities. Any modifications to this clause need a systematic process as detailed in Section 13 of the Companies Act, 2013. It is important for any company to understand the significance of the object clause and the procedure for changing it, because if a company wants to scale up or change its business activities, it requires an amendment to the object clause. By following the prescribed process for amending their object clause and ensuring the amendments comply with applicable laws, companies can have an updated object clause that accurately reflects their anticipated business activities while remaining compliant.

FAQs

1. What forms are needed to be filed for alteration in object clause?

The company must file Form MGT-14 with the Registrar of Companies within 30 days of passing the special resolution along with the altered Memorandum of Association.

2. What are the consequences of undertaking activities not stated in the object clause?

Performing such activities would be regarded as ultra vires, making them null and void. The company cannot be limited by these activities; shareholders can demand injunctions, and directors may be personally responsible for diverting funds.

3. How long does it usually take for the process to change the Object Clause?

It generally takes 15 to 20 working days for a change in the Object Clause process. This timeline includes the board and shareholder meetings, adoption of the special resolution and filing the requisite forms with the ROC. The ROC will approve and issue a new certificate after the above process is concluded.

4. Is it mandatory to pass a special resolution for modifying the Object Clause?

A special resolution must be put through to change the Objects Clause, as the Companies Act, 2013 requires; at least 75% of shareholders present and voting at an Extraordinary General Meeting – an EGM – are required to agree. This high limit ensures that such a major modification has the broad support of the company’s owners.

5. How can I validate if the Object Clause has been altered successfully?

You can authenticate the successful alteration by inspecting the company’s master data on the Ministry of Corporate Affairs (MCA) portal. Once the ROC accepts the change, the new Object Clause will be mirrored in the company’s records. The grant of a new Certificate of Incorporation is the final legal confirmation of the effective change.