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Complete guide to Change in Object Clause of an LLP or Company

Team Entrecap has divided this writeup in two parts:

  1. Change in Object Clause of a Company
  2. Change in Object Clauses of an LLP

You can read the detailed process and documentation below:

Change in Object Clause of the Company

Of the six clauses in the Memorandum of Association (MoA) of a Company, arguably the most important clause is the Object Clause because it defines the boundaries of business operations.

The Object Clause has two parts:

  1. The Main Objects for which the promoters have incorporated the Company ( normally called as the Main Objects of the Company)
  2. Any matter considered necessary in furtherance thereof – normally called as the Ancillary Objects

As per general and corporate law, a company is an artificial person and hence, the incorporation documents (i.e. Memorandum and Articles of Association) determine its boundaries. Any act beyond its object is void.

The subscribers of memorandum of association can choose any object except that the objects should not be illegal or against provisions of the Companies Act.

Under Section 13 of the Companies Act, 2013, shareholders shall pass a resolution in a meeting to alter objects in its Memorandum of Association

Steps to understand the brief process are as follows:

  1. Notice for Board Meeting with agenda
  2. Board meeting and notice for General Meeting (with proposed resolution and explanatory Memorandum)
  3. Passing of Resolution in General Meeting
  4. Filing of Form MGT-14 within 30 days of the General Meeting
  5. Documents to be attached are the certified true copies of the resolution passed and the explanatory Memorandum and Altered Memorandum.
  6. if everything is appropriate, the Registrar of Companies shall certify the same and issue a certificate for the same.

We at Entrecap Business Services have experience in Corporate work including Change in Objects and shall be pleased to offer such services to all businessmen.

Article continues below the Review:

Change in Object Clauses of an LLP

The LLP agreement – the most fundamental document for an LLP – mentions the business objects of that LLP. Hence, for any change in the object clauses of an LLP, the partners will have to amend the LLP agreement.

The Partners shall write down proposed alteration in the LLP agreement on an adequate stamp paper. Then they need to file this amended LLP deed in Form 3 with the Registrar of Companies (RoC) within 30 days of the date of such LLP Deed.

We at Entrecap Business Services have experience in alteration of the object clauses of the Memorandum of Association or LLP Deed and shall be pleased to offer such services to all businessmen.

You can also read about changes in Directors here.

You can also read about changes in Partners in a LLP here.

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