OBJECT CHANGE OF COMPANY/ LLP

Change of Company Object- Object clause is the clause in the MOA of the Company which defines the main business activity of the company. It defines the main objects that the company is going to pursue after incorporation. The object clause also enlists the objects that are necessary/incidental for furtherance of the main objects i.e the objects which help in conduct of the Main Objects of the Company or are necessary for the conduct of the main objects.

Change of LLP Object- Every LLP is formed to carry on a specific business activity with a motive to earn profit. At the time of incorporation of an LLP, partners have to provide the main object of an LLP. Such object must be mentioned in brief in the LLP agreement. An LLP cannot carry on any business activities which are not mentioned in the agreement.
If partners want to widen or change the business activity then it must be recorded in an agreement. Every change in LLP agreement must be approved by MCA.

Procedure for change of Company Objects:

1. Call a board meeting for approval of change in object clause. The agenda of the board meeting will be to approve the change in object clause and to call an EGM to get the shareholder’s approval for change in object clause. The board meeting should be called by giving at least 7 days’ notice. The board will determine the changes in the object clause and will set the agenda for EGM. The board will approve notice for calling EGM by fixing date, time and venue of EGM.

2. Issue notice of Extraordinary Meeting to all Members, Directors and the Auditors of the company.

3. Hold an Extraordinary General Meeting at the time, place and venue as given in the notice and to pass the necessary Special Resolution.

4. The company needs to file the special resolution with the Registrar within 30 days of passing the resolution. Form MGT-14 is required to be filed for filing the resolution with the Registrar. Form MGT-14 contains details about the special resolution passed.

5. Registration of change in object clause by the Registrar

6. Adoption of new set of memorandum and articles with changed objects.

Procedure for change of LLP Objects:

1. Conduct a board meeting - A board meeting of all the partners must be called in a specified manner at a specified date and venue. If no specific process is mentioned in LLP agreement then the consent of all the partners must be accorded. Hence, the board must pass a resolution to change the business activity of an LLP.

2. Draft supplementary agreement -To change the object clause of an agreement a supplementary agreement must be drafted. All the partners must execute and sign the supplementary agreement in front of the witness. The supplementary agreement must be executed on the stamp paper and must be notarized. In the supplementary agreement only the object clause will be amended and all other clause will remain in full force. Hence, both the original and supplementary agreement are important for an LLP.

3. Filing an agreement with MCA - After execution of a supplementary agreement, it must be filed with MCA. The agreement must be filed in form-3 within 30 days of execution of the agreement.

4. Approval from MCA - If the altered object clause is within the law and all the documents are as per requirement then the MCA will approve the form. On receipt of approval, an LLP can start new business activities. MCA has authority to reject the form if the business activity is not in accordance of the law. Hence, every clause of an agreement must be drafted professionally.

Documents required for change of Registered Office of Company:

1. DSC of the authorised director

2. Certified copy of the Board and Shareholders resolution

3. Notice of Extra ordinary General Meeting (EGM)

4. Explanatory statement to the notice

5. Altered Memorandum of Association

Documents required for change of Registered Office of LLP:

1. DSC of the authorised partner

2. A certified copy of a Board resolution

3. Original LLP agreement

4. Supplementary agreement