Company Object Change

To change the object clause of a company's MoA, the members pass a special resolution under section 13 of the Companies Act 2013 and the company files Form MGT-14 with the Registrar of Companies within 30 days. The government filing fee is ₹200 to ₹600, set by authorised capital, and the ROC must register and certify the alteration within 30 days of filing. Until it is registered, the new objects have no legal effect.

When does a company need to alter its main objects?

A company needs an object change when it wants to carry on a business that clause 3(a) of its memorandum does not cover. Section 4(1)(c) makes the objects, and the matters needed to pursue them, part of the memorandum, so a new line of business usually means a rewritten object clause.

• Adding an activity. A spice exporter starting a packaged-food retail brand, or an IT services company moving into hardware trading.
• A full pivot. The old business stops and a different one takes its place.
• Cleaning up. Deleting objects the company never pursued.

Section 4(6) says the memorandum must follow the forms in Schedule I. For a company limited by shares, Table A splits the clause into two parts: the objects to be pursued, and the matters necessary in furtherance of them. If your memorandum predates the 2013 Act and does not follow that layout, the alteration is a good moment to restate the whole clause in the Table A format.

Which resolution is needed to change the object clause?

A special resolution of the members at a general meeting. Under section 114(2) the votes in favour must be at least three times the votes against, and the notice must say the resolution is proposed as a special resolution. A board resolution on its own cannot alter the memorandum.

• Notice period. The default is 21 clear days under section 101, though the articles of a private company that is up to date with its annual filings can provide otherwise (G.S.R. 464(E) of 5 June 2015). Shorter notice is valid if members holding a majority in number and at least 95% of the paid-up voting capital consent.
• Explanatory statement. At an extraordinary general meeting every item is special business, so section 102 requires a statement of material facts, including any director's interest.
• Who receives the notice. Every member, the auditor and every director.
• Section 8 companies need the previous approval of the Central Government before altering the memorandum (section 8(4)).
• Public companies holding unspent money raised through a prospectus must also advertise the change and give dissenting shareholders an exit (section 13(8)). A private company's articles must prohibit any invitation to the public to subscribe for its securities, so this does not reach it.

Change in object clause of MoA: the step-by-step process

The process takes one board meeting, one general meeting and one MCA form, in this order.

1. Draft the new clause. Write the revised clause 3(a) and 3(b), and check that the company name still fits the business.
2. Board meeting. The board approves the draft, calls the general meeting and approves the notice with its explanatory statement (section 100).
3. Send the notice to members, the auditor and directors.
4. Pass the special resolution at the general meeting.
5. File MGT-14 within 30 days of the resolution. Attach the resolution with the explanatory statement and complete the altered memorandum as the linked e-MoA. A director or other authorised officer signs with a DSC, and a practising CA, CS or cost accountant certifies the form unless the company is an OPC or a small company.
6. Registration. Since 16 February 2024, MGT-14 has been processed at the MCA's Central Processing Centre. The registrar registers the alteration and issues a certificate of registration of the special resolution confirming the alteration of the object clause.
7. Update every copy. Section 15 requires each copy of the memorandum issued afterwards to show the change, with a penalty of ₹1,000 for each copy issued without it.

MGT-14 also asks whether the company's industrial activity changes. If it does, you pick up to three five-digit NIC codes and mark one as primary, which the MCA's instruction kit describes as the identifier for the CIN.

What does it cost to change the objects of a company?

The government fee is the MGT-14 normal filing fee, which depends on authorised capital, plus an additional fee only if you file late. Unless the authorised capital changes too, no SH-7 is involved.

A late MGT-14 pays an additional fee of twice the normal fee for a delay of up to 30 days, rising through 4, 6 and 10 times to 12 times after 180 days. DPT-3 follows the same graded scale, so you can select it in the MCA late fee calculator to see a figure.

Example. Members of Bluepeak Foods Private Limited, with ₹10 lakh authorised capital, approve new objects on 6 November 2026. MGT-14 is due by 6 December 2026 with a ₹400 fee. Filed on 20 January 2027, it is 45 days late, so the additional fee is ₹1,600 (4 times ₹400) and the total is ₹2,000.

The larger exposure is section 117(2): a penalty of ₹10,000 on the company plus ₹100 for each day after the first that the failure continues, up to ₹2 lakh, and the same for each officer in default, up to ₹50,000. Ofin's fee is ₹6,647, which includes the normal government fee.

Do you also need to change the company name?

Only in some cases. Rule 8A(1)(f) and (g) of the Companies (Incorporation) Rules treat a name as undesirable if the main business is financing, leasing, chit funds, investments or securities and the name does not say so, or if the name suggests those activities and the main business is unrelated. Moving into or out of finance therefore usually means a new name as well.

Elsewhere a name change is your choice. If you make one, it runs alongside the object change on separate forms:

1. Reserve the new name through RUN for ₹1,000. For an existing company the name is held for 60 days from approval (section 4(5)).
2. Pass a special resolution and file its own MGT-14. The form does not allow any other purpose to be combined with a name change.
3. File INC-24 for the Central Government's approval under section 13(2).
4. The new name takes effect when the ROC issues a fresh certificate of incorporation (section 13(3)).

Test a shortlist with the company name checker, or let Ofin's company name change team handle both changes together.

What happens after the new objects are registered?

The new objects apply from registration (section 13(10)), and the ROC's certificate records it. Keep it with the company's statutory records, then deal with a few follow-ups.

• Annual return. The next annual return reports principal business activities as at the year end (section 92(1)(a)), so it should show the new business. Ofin's company annual compliance service covers this filing.
• Other registrations. Where GST, IEC, FSSAI or another licence carries a business description, update it to match the new objects.
• Capital. If the new business needs fresh shares beyond the current limit, increase the authorised capital before allotting them.

For a company registered in Mumbai, see company object change in Mumbai.

Common mistakes that delay an object change

Most delays come from the resolution or the attachments, not from the ROC. These are the usual ones:

• Passing an ordinary resolution, or relying on a board resolution, when section 13 needs a special resolution.
• Leaving out the explanatory statement, a mandatory MGT-14 attachment.
• Counting the 30 days from the board meeting instead of the members' resolution.
• Skipping professional certification for a company that is not small.
• Keeping a finance-related name after the main business stops being finance.

What changed in 2025 and 2026?

From 1 December 2025, a private company counts as small if its paid-up capital is up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E)), unless it is a holding or subsidiary company. Since MGT-14 needs no professional certificate for small companies, more companies can now file it without one.

The Corporate Laws (Amendment) Bill 2026, introduced in the Lok Sabha on 23 March 2026, proposes that an extraordinary general meeting held wholly by video conference could be called on 7 days' notice. It is a proposal, not law, as of October 2026.

How Ofin handles a company object change

Ofin's CAs, CSs and legal professionals draft the new object clause, the resolutions, the explanatory statement and the altered memorandum, and file MGT-14, with a dedicated compliance manager throughout. The work is 100% online, with a reply within 24 hours. The fee starts at ₹6,647, including the normal government fee. Send your memorandum and the new activity to get a fixed-price proposal.