An Object Clause is a vital part of a company’s Memorandum of Association (MOA) that defines the scope of activities a company is legally permitted to undertake after incorporation. It outlines the primary business objectives and allied operations the company plans to carry out.

Under the Companies Act, 2013, a company can modify its object clause to expand, restructure, or redefine its business activities — subject to legal procedures and ROC approval.

• Section 13 of Companies Act, 2013
• Rule 32 of Companies (Incorporation) Rules, 2014
• Registrar of Companies (ROC) guidelines
• Mandatory approval from members via Special Resolution and filing with the ROC

• Expansion into new business verticals
• Diversification into allied or unrelated activities positioning
• Change in market strategy or operational focus
• Mergers, acquisitions, or strategic tie-ups
• Regulatory or statutory directives
• Introduction of new products or services
• Entry into international markets

1. Hold a Board Meeting
• Convene a meeting of the Board of Directors.
• Pass a resolution to approve the proposed object clause amendment and authorize calling an Extra-Ordinary General Meeting (EGM).

2. Draft New Object Clause
• Prepare the amended object clause with clear business activity descriptions.
• Ensure it complies with the naming and business activity regulations under the Companies Act.

3. Call Extra-Ordinary General Meeting (EGM)
• Issue notice to shareholders at least 21 clear days before the meeting.
• Include details of the proposed resolution, explanatory statement, and modified MOA draft.

4. Pass Special Resolution
• Conduct the EGM and pass a Special Resolution approving the object clause change with at least 75% majority of shareholders.

5. File ROC Forms
• File Form MGT-14 within 30 days of passing the Special Resolution.
• Attach certified true copy of the resolution, updated MOA, and EGM minutes.

6. ROC Approval and Issuance of Updated MOA
• Upon verification, the Registrar of Companies will issue a certificate of registration of alteration.
• The company can officially conduct business activities under the new object clause.

• Board Meeting resolution copy
• EGM notice with explanatory statement
• Special Resolution passed at EGM
• Altered MOA (in prescribed format)
• Copy of existing Certificate of Incorporation
• Form MGT-14 with attachments
• Director’s Digital Signature Certificate (DSC)

Activity	Timeframe
Board Meeting & EGM Notice	2–3 days
EGM Holding & Special Resolution	7–10 days
Filing MGT-14 with ROC	Within 30 days of EGM
ROC Approval & Certificate	7–15 working days

Total Estimated Time: 15–30 working days

• Enables business diversification or expansion legally
• Aligns company objectives with market trends and strategies
• Helps in entering new sectors or geographies
• Avoids penalties for conducting unauthorized business activities
• Provides legal clarity and strengthens corporate governance