For a Company
The company may need to amend the object clause in its Memorandum of Association (MOA), obtain the required members' approval and complete applicable ROC filings.
View Company Procedure
COMPANY & LLP COMPLIANCE
Change in Object Clause
Planning to expand or modify your business activities? Get assistance with object clause amendments, partner approvals, statutory resolutions and ROC filings for your Company or LLP.
Object clause amendment
Resolution & agreement support
ROC filing assistance
Business Update
BUSINESS OBJECTIVES
Redefine Your Business Direction
Existing Activities
Current registered business objects
Updated Activities
Proposed business objectives
UNDERSTANDING THE CHANGE
What Is a Change in Object Clause?
A change in the object clause reflects a change in the business activities an entity intends to undertake. The applicable amendment process depends on whether the entity is a Company or an LLP.
For an LLP
The LLP must follow the applicable consent requirements, amend its LLP Agreement through a supplementary agreement and notify the ROC using the prescribed filing process.
View LLP ProcedureImportant: Before changing your business activities, check whether the proposed activity requires additional licences, registrations, regulatory approvals or amendments to other business records.
PART A · COMPANY
Change in Object Clause of a Company
Follow the applicable Board approval, members' approval, MOA amendment and statutory filing requirements.
01
Board Meeting & Resolution
The Board of Directors convenes a Board Meeting and considers the proposed change in the company's object clause. The Board passes the appropriate resolution to approve the proposal and initiate the required process.
02
Convene an EGM
An Extraordinary General Meeting (EGM) is convened by issuing the required notice to members in accordance with applicable provisions and procedures.
03
Pass a Special Resolution
Members consider and approve the proposed change through a Special Resolution, subject to the applicable provisions of the Companies Act, 2013.
04
Amend the Memorandum of Association
The company's MOA is amended to reflect the approved changes to the object clause, in accordance with the applicable legal requirements.
05
File Form MGT-14 with the ROC
After the Special Resolution is passed, Form MGT-14 is filed with the Registrar of Companies within the applicable statutory timeline, with the prescribed attachments and fees.
06
Update Business Records
Update the company's relevant statutory records, internal documentation and applicable licences or registrations to reflect the revised business activities, wherever required.
PART B · LLP
Change in Business Activity of an LLP
An LLP must follow the applicable partner-consent procedure, execute the required agreement amendment and complete the relevant ROC filings.
LLP AGREEMENT AMENDMENT
Align Your LLP Agreement With Your Business Plans
When the LLP changes its business activities, the proposed changes should be documented and incorporated into the LLP Agreement as required.
- Obtain the requisite partner consent
- Pass the necessary resolution
- Execute a Supplementary LLP Agreement
- File LLP Form 3 with the ROC
- Update applicable business records
Obtain Partner Consent
The Designated Partners and Partners obtain the requisite consent for the proposed change in business activities, following the LLP Agreement and applicable requirements.
Pass the Necessary Resolution
Record the partners' decision and authorise the amendment of the LLP Agreement and related statutory filings.
Execute a Supplementary LLP Agreement
Prepare and execute a supplementary agreement incorporating the approved changes to the LLP's business activities.
File LLP Form 3
File LLP Form 3 with the Registrar of Companies within 30 days from the date of execution of the Supplementary LLP Agreement, as stated in the applicable filing requirements.
Update Relevant Business Records
Update internal records and review any licences, registrations or other documentation affected by the change in business activity.
COMPARE THE REQUIREMENTS
Company vs LLP Object Change
Understand the principal differences in approvals, documents and statutory filings.
| Particulars | Company | LLP |
|---|---|---|
| Primary change | Amendment of the object clause in the MOA | Change in business activities documented in the LLP Agreement, as applicable |
| Initial approval | Board Meeting and resolution | Requisite partner consent and resolution |
| Owner approval | Special Resolution by members | Consent according to the LLP Agreement and applicable requirements |
| Principal document | Memorandum of Association (MOA) | Supplementary LLP Agreement |
| Principal filing | Form MGT-14 | LLP Form 3 |
| Filing timeline | Within the applicable statutory timeline | Generally within 30 days of execution of the Supplementary LLP Agreement |
| Regulatory authority | Registrar of Companies (ROC) | Registrar of Companies (ROC) |
The exact requirements depend on the entity's legal structure, the nature of the proposed change and the applicable MCA rules.
PREPARE YOUR DOCUMENTS
Documents & Information Required
Keep the relevant entity documents and approval records ready before beginning the amendment process.
Existing Constitutional Documents
Current MOA and AOA for a company, or the existing LLP Agreement for an LLP.
Proposed Business Objects
Details of the proposed business activities and the changes intended to be incorporated.
Approval Records
Board resolution, members' Special Resolution or partner consent and resolution, as applicable.
Amended Documents
Amended MOA or executed Supplementary LLP Agreement, depending on the entity type.
Entity & Signatory Details
Company or LLP identification details and applicable authorised signatory information.
Supporting Documents
Additional declarations, attachments and approvals required for the particular change.
PLAN YOUR AMENDMENT
Things to Consider Before Changing Your Business Objects
A change in registered business activities may affect your operating requirements. Review the proposed activity carefully before implementing the change.
Ensure the proposed objects accurately describe your intended activities.
Check the applicable approval and statutory filing requirements.
Review licences, permits and regulatory approvals for the new activity.
Maintain updated constitutional documents and internal records.
Complete applicable filings within the prescribed timelines.
FREQUENTLY ASKED QUESTIONS
Questions About Changing Business Objects
Find answers to common questions about the object clause amendment process.
What does a change in object clause mean?
It refers to changing the business objectives or activities stated in the relevant constitutional documents. For a company, this generally involves its MOA; for an LLP, the relevant amendment may be documented in its LLP Agreement.
How is a company's object clause changed?
The general process involves Board approval, convening an EGM, passing a Special Resolution, amending the MOA and filing Form MGT-14 with the ROC, subject to applicable legal requirements.
Which form is used for a company object clause change?
Form MGT-14 is generally filed for the Special Resolution relating to the alteration. Additional requirements may apply depending on the company and the nature of the change.
How does an LLP change its business activities?
The LLP obtains the requisite partner consent, passes the necessary resolution, executes a Supplementary LLP Agreement and files LLP Form 3 with the ROC, as applicable.
What is the filing timeline for LLP Form 3?
The supplied procedure specifies filing within 30 days from execution of the Supplementary LLP Agreement. Confirm the current MCA instructions and applicability before filing.
Do additional licences need to be obtained?
Possibly. Depending on the new activity, the entity may need additional licences, registrations, permits or approvals from the relevant authorities.
PROFESSIONAL COMPLIANCE SUPPORT
Planning to Change Your Business Activities?
Get assistance with object clause amendments, partner agreements, resolutions and statutory filings.
- Object clause drafting
- Special resolution
- ROC / LLP filings