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Change of Object Clause (MOA)

Change a Company's Object Clause in India
Add or Pivot Activities, 100% Online

Expanding into a new business line? Legal Terminus alters your company's object clause in the Memorandum of Association under Section 13 of the Companies Act, 2013 — drafting the new objects, passing a special resolution at an EGM, and filing Form MGT-14 with the ROC to obtain an updated MOA. This lets your company legally carry on the new activities you've planned. Our professional fee starts at ₹4,999 + GST. Government fees are billed separately at actuals.

Add, Modify or Replace Object Clauses
Special Resolution & MGT-14 Filing
Updated MOA on the MCA Record
Licence & GST Alignment Support

3,000+

Updations filed

100% Online

End-to-end MCA filing

7+

Years of Compliance Expertise

CHOOSE YOUR PLAN

Change your company's object clause at pocket-friendly prices

Object Clause Change
₹9,999
₹4,999
+ Govt fee & GST extra
  • Drafting of the new / amended object clause
  • Board resolution & EGM notice drafting
  • Special resolution preparation
  • Form MGT-14 preparation & ROC filing
  • Updated Memorandum of Association (MOA)
  • Govt fee coordination at actuals
  • Filing acknowledgement & status tracking
★ MOST POPULAR
Object Change + Compliance
₹17,999
₹9,999
+ Govt fee & GST extra
  • Everything in Object Clause Change
  • Activity-to-MOA mapping for the new business
  • Updated AOA cross-check (if needed)
  • GST amendment for new business activities
  • Licence / registration impact assessment
  • Statutory register & minutes updates
  • Dedicated compliance manager + reminders
✦ FULL-SERVICE
Full Diversification Advisory
₹29,999
₹16,999
+ Govt fee & GST extra
  • Everything in Object Change + Compliance
  • Advisory on regulated-activity approvals (RBI/SEBI/etc.)
  • Name-change advisory if the name ties to old objects
  • New sector licence & registration roadmap
  • Investor / lender intimation templates
  • Coordination of multiple consequential filings
  • Priority support till the new objects are fully active

Indicative Government & Out-of-Pocket CostsBilled at Actuals

The MCA filing fee for MGT-14 and the stamp duty on the altered MOA are charged over and above our professional fee. The exact amount depends on the company's authorised share capital and the applicable state stamp duty — billed at actuals per the official MCA fee schedule.

Cost HeadTypical RangeNotes
Form MGT-14 Filing Fee₹300 – ₹600MCA fee to file the special resolution altering the object clause; by capital slab
Updated MOA Stamp Duty₹200 – ₹1,000State-specific stamp duty on the altered Memorandum of Association
Late Filing Fee (if delayed)2x – 12x of feeAdditional MCA fee if MGT-14 is filed beyond the 30-day deadline
DSC (if expired / not available)₹1,000 – ₹2,000Digital Signature Certificate of director required to sign the e-form
Professional CertificationProfessional chargeCertification of the e-form by a practising CS / CA, where required
Total Out-of-Pocket (typical)₹500 – ₹2,500Govt. fee billed at actuals; varies with authorised capital & state stamp duty

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

  1. Professional Fee Only: All quoted prices cover professional services — drafting of the new object clause, board and special resolutions, and filing of Form MGT-14. They are exclusive of MCA government fees, stamp duty, and out-of-pocket costs.
  2. Government Fees Payable Separately: The MCA fee for Form MGT-14, stamp duty on the altered MOA, and any late-filing fees are payable to the authorities and reimbursed at actuals per the official MCA schedule.
  3. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
  4. Special Resolution Required: A change of object clause is an alteration of the Memorandum of Association under Section 13 of the Companies Act, 2013, and requires a special resolution passed by at least 75% of the members at a general meeting. The change is not effective until the resolution is duly passed and filed.
  5. 30-Day Filing Deadline: Form MGT-14 must be filed with the ROC within 30 days of passing the special resolution. Timely filing depends on the client providing signed resolutions and documents promptly. Late filing attracts additional MCA fees.
  6. Companies with Public Money: Where the company has raised money from the public through a prospectus and has unutilised amounts, additional conditions under Section 13(8) apply — including a special resolution, newspaper publication, and an exit offer to dissenting shareholders. Such cases are assessed and quoted separately.
  7. Lawful Objects Only: The new or amended objects must be lawful and not contrary to the provisions of any law. The client is responsible for confirming that the intended business activity is permissible and for obtaining any sector-specific approvals or licences required to carry it on.
  8. Consequential Changes: A change of objects may require updating the company name (if it is tied to the old objects), GST registration, and sector licences. These consequential changes are included only in the plan that specifies them and are otherwise quoted separately.
  9. Out-of-Scope Items: Regulatory approvals from RBI, SEBI, IRDAI, or other authorities, capital restructuring, drafting of new business agreements, and litigation are not included and quoted separately.
Change of Object Clause by Legal Terminus

Legal Terminus Priority ⚖

Changing your object clause looks like one resolution — but vague new objects, a missed MGT-14 deadline, or starting a new activity before the MOA is amended exposes the company to ultra-vires risk. Priority is what happens when a compliance expert drafts precise objects and owns the change from resolution to updated MOA.

What you get

  • ⚡Object clauses drafted precisely around your real new business — broad enough to grow into, specific enough to satisfy the ROC.
  • ✅Correctly prepared board resolution, EGM notice, and special resolution so the alteration is legally valid and clean.
  • ✅Form MGT-14 filed within the 30-day deadline, with the updated MOA tracked to ROC approval.
  • 🔄A check on consequential impacts — name, GST, and sector licences — so the new activity is actually compliant, not just on paper.
  • 📑A clean change file — updated MOA, filed resolutions, and an activity-to-MOA map — confirming the company can lawfully do the new business.

Important Notes

  • Don't act before you amend. A company can only carry on activities authorised by its object clause. Starting a new line of business before the MOA is altered is "ultra vires" — beyond the company's powers — and can invalidate contracts and invite scrutiny.
  • It needs a 75% special resolution. Altering the object clause requires a special resolution passed by at least three-fourths of the members at a general meeting and filed in Form MGT-14 within 30 days. We handle the notice, resolution, and filing correctly.
  • Public-money companies have extra steps. If the company raised funds from the public and has unutilised amounts, Section 13(8) adds a publication requirement and an exit offer to dissenting shareholders. We flag and handle this where it applies.
  • Watch the knock-on effects. New objects can require a name change (if the name reflects the old business), a GST amendment, and fresh sector licences. We map these so the diversification is fully compliant end-to-end.
Consult a Compliance Expert
Change of Object Clause illustration

Why Change Your Company's Object Clause

The object clause sits in the Memorandum of Association and defines exactly what business a company is allowed to carry on. It is the legal boundary of the company's activities — anything done outside it is considered "ultra vires" (beyond its powers) and can be challenged. So when your company wants to add a new line of business, pivot into a different sector, or modernise outdated objects, the object clause must be amended first under Section 13 of the Companies Act, 2013.

The amendment is done through a special resolution passed by at least 75% of the members at a general meeting, and then filed with the Registrar in Form MGT-14 within 30 days. Once the ROC registers the change, the updated MOA legally empowers the company to carry on the new activities. Doing this properly — before you actually start the new business — protects your contracts, satisfies banks and investors during due diligence, and keeps the company on the right side of corporate law as it grows.

Amended Objects vs Acting Beyond the MOA: The Honest Comparison

What changes when you formally amend the object clause versus running a new activity without it:

ParameterObject Clause AmendedActing Outside the MOA
Legal AuthorityNew activity fully authorisedUltra vires — beyond powers
Contract ValidityEnforceable in the new lineOpen to challenge
Bank / Investor Due DiligenceClean MOA matchRed flag raised
Tender / Licence EligibilityObjects support the activityApplication rejected
Compliance RiskLowScrutiny & penalty exposure
GST / Sector LicencesAligned to the new objectsMismatch & queries
Company ContinuityCIN & history unchangedSame, but legally exposed

Types of Object Clause Change

01

Adding New Objects

The most common change — inserting new business activities alongside the existing ones, so the company can expand into a fresh line without giving up what it already does. For example, a trading company adding manufacturing, or a services firm adding e-commerce. The existing objects remain, and the new ones are added to the MOA by special resolution.

02

Modifying or Replacing Objects

Used when the company is pivoting — narrowing, broadening, or completely replacing its main objects to reflect a new direction. This is common when a business model changes substantially or the original objects no longer describe what the company actually does. The clause is rewritten and adopted through the same Section 13 process.

03

Updating Outdated or Restrictive Objects

Older companies often have narrow or outdated object clauses that block new opportunities or modern activities. Amending them modernises the MOA, removes ambiguity, and gives the company the legal headroom to take on new contracts, tenders, or sectors that its original objects didn't contemplate.

Benefits of Amending the Object Clause

Updating your object clause unlocks new business legally, keeps your contracts enforceable, and gives banks, investors, and authorities a clean, accurate picture of what your company is empowered to do.

Legally Enter New Business

An amended object clause gives the company clear legal authority to carry on the new activity. You can sign contracts, raise invoices, and take on work in the new line with full confidence that it is within the company's powers.

Avoid Ultra-Vires Risk

Operating outside the object clause is ultra vires and can render acts and contracts void or open to challenge. Amending the objects first removes this risk entirely, protecting the company and its directors from disputes and liability.

Smoother Funding & Due Diligence

Banks and investors examine the MOA to confirm a company can legally do what it claims. Objects that match your actual and planned business sail through due diligence — a mismatch is a classic red flag that can stall a deal.

Qualify for Tenders & Licences

Many tenders and sector licences require the company's objects to cover the relevant activity. Updating the object clause makes the company eligible to apply, opening doors that a narrow or outdated MOA would keep shut.

Future-Proof the MOA

Well-drafted objects give the company room to grow into related activities without amending again every time. A modern, broad-but-precise object clause supports diversification and reduces repeated compliance costs down the line.

No Loss of Continuity

Changing the objects does not change the company's identity. The CIN, history, PAN, existing contracts, and liabilities all continue unchanged — you simply expand what the company is allowed to do, with zero disruption.

Object Clause Change Process — Step by Step

Six steps from drafting the new objects to an updated MOA — and every downstream registration aligned.

1

Drafting the New Object ClauseStep 1

We understand the new business you want to add or pivot into and draft the amended object clause — worded to clearly authorise the new activity while being broad enough to support related growth, and reviewed against MCA naming and activity norms.

2

Board Meeting & EGM NoticeStep 2

A board meeting is held to approve the proposed alteration and to call an Extraordinary General Meeting (EGM). We draft the board resolution and the EGM notice with the explanatory statement setting out the proposed change of objects.

3

Special Resolution at the EGMStep 3

At the EGM, the members pass a special resolution (at least 75% majority) approving the alteration of the object clause. We prepare the resolution and minutes and ensure the meeting and voting are conducted in line with the Companies Act.

4

Filing Form MGT-14Step 4

Form MGT-14 — the filing of the special resolution and the altered MOA — is filed with the ROC within 30 days of passing the resolution, signed with the director's DSC. The amended MOA and notice/explanatory statement are attached.

5

ROC Approval & Updated MOAStep 5

The ROC examines and registers the alteration. On approval, the object clause stands amended on the MCA record and the company holds an updated Memorandum of Association legally empowering it to carry on the new activities.

6

Align GST, Licences & RecordsStep 6

We assess consequential changes — updating GST business activities, applying for any new sector licences, and refreshing statutory registers — and advise on a name change if the company's name was tied to the old objects, so the diversification is fully compliant.

Documents Required to Change the Object Clause

Get these ready and we'll take care of the rest

Company & New-Object Documents

Existing records & proposed objects

Existing Company Records

Current constitution
  • Certificate of Incorporation & CIN
  • Existing MOA & AOA of the company
  • PAN of the company

Proposed New Objects

What you want to do
  • Description of the new business activity
  • Draft of the new / amended object clause
  • Reason for the change (for the explanatory statement)

Latest Filings

Compliance status
  • Latest filed financial statements (AOC-4)
  • Latest annual return (MGT-7)
  • Shareholding pattern of the company

Director & Approval Documents

KYC, resolutions & altered MOA

Director KYC & DSC

For filing the e-form
  • PAN & Aadhaar of directors
  • Active DIN & DSC of the signing director
  • Updated contact details of directors

Resolutions & Notices

Approving the change
  • Board resolution approving the alteration
  • EGM notice with explanatory statement
  • Special resolution & EGM minutes

Altered MOA

The amended memorandum
  • Altered Memorandum of Association (drafted by us)
  • Stamped per state stamp duty
  • Updated AOA cross-check (if needed)

Change Object Clause — FAQs

Got questions? We've got answers — straight, no-BS, legally accurate.

The object clause is the part of the Memorandum of Association (MOA) that sets out the business activities a company is authorised to carry on. It defines the legal scope of the company's operations — anything done outside it is considered 'ultra vires' (beyond the company's powers). To do a new business not covered by the existing objects, the object clause must be amended.
Companies change their object clause to add a new line of business, pivot into a different sector, modernise outdated or restrictive objects, or qualify for tenders and licences that require specific activities in the MOA. It is essential whenever the company plans to do something its current objects don't legally permit.
Under Section 13 of the Companies Act, 2013, the board approves the change and calls an EGM, the members pass a special resolution (at least 75% majority) to alter the object clause, and Form MGT-14 is filed with the ROC within 30 days along with the altered MOA. Once the ROC registers it, the new objects take effect.
Form MGT-14 is the form used to file a special resolution (and the altered MOA) with the Registrar of Companies. It must be filed within 30 days of passing the special resolution. Filing it on time is essential — late filing attracts additional government fees and the alteration is not effective until it is registered.
Yes. Altering the object clause is an alteration of the MOA, which under Section 13 requires a special resolution — meaning at least three-fourths (75%) of the members voting at a general meeting must approve it. An ordinary resolution is not sufficient; without the special resolution, the change cannot be filed or registered.
Yes. Under Section 13(8), if a company has raised money from the public through a prospectus and still has unutilised amounts, changing the objects requires a special resolution plus publication of the details (including in newspapers) and an exit opportunity to dissenting shareholders. These additional steps are assessed and handled where applicable.
It is not advisable. A company can only lawfully carry on activities authorised by its object clause. Starting a new line of business before amending the MOA is ultra vires and can render contracts open to challenge and invite compliance scrutiny. The correct sequence is to amend the objects first, then begin the new activity.
No. Adding new objects or modifying the clause does not disturb the company's existing operations, identity, or history. The CIN, PAN, contracts, and liabilities all continue unchanged — you are simply expanding or updating what the company is legally allowed to do.
We draft the new object clause precisely around your intended business, prepare the board resolution, EGM notice, and special resolution, file Form MGT-14 with the altered MOA within the deadline, and track ROC approval — then advise on consequential GST, licence, and name changes so the new activity is fully compliant. Book a free consultation to get started.

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