Alteration of main object clause

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Kalpana Tekchandani (Querist)
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03 July 2013 Dear All,

My query is as follows:

A limited company was incorporated in the year 2010, but till now the company has not been able to start its opeartions.

Now the board wants to alter the main object clause by the complete deletion of the previous clause as the company does not intend to carry any activity related to the those clauses at the time of incorporation.

In sink with the new object clause the company wants to change its name as well.

Is it possible to do so?

If yes, then only approval of shareholders will be enough or any other formalities is needed to be complied with.

Kindly give your views regarding the above.

Thanks & Regards,

Kalpana

Ajay Mishra

Ajay Mishra (Expert)
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03 July 2013 STEPS FOR CHANGE OF NAME SUBJECT TO THE CHANGE OF MAIN OBJECTS OF THE COMPANY:

1. Call a Board meeting for proposed change of name subject to change in object clause and filing of Form1A.
2. Call another Board meeting after approval of Form-1A
3. Hold a Board meeting for passing following resolutions:
a. Change of name of the company
b. Alteration of Name Clause of MOA of the Company
c. Alteration of Name clause of AOA
d. Alteration of object clause of by insertion of new main object of MOA
e. Fixing date time place for general meeting for approving the above resolution by shareholders.
f. approval of draft notice of general meeting.
g. Authorisation for filing forms with MCA.
4. Hold a general meeting for passing above resolutions.
5. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
6. File Form-1B with ROC
7. Get certificate from ROC for change of name and object clause of the company

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Kalpana Tekchandani

Kalpana Tekchandani (Querist)
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04 July 2013 Dear Ajay ji,

Thank you very much for your valuable feedback.

Just want to clarify that the deletion of all the previous clauses of the Main objects is not questionable? There is no restriction in doing so.

Is it a valid reason that the objects is being altered by deletion of previous clause since the company has not done any activity related to the objects it was incorporated with?

And what about Form 20A? Do we not need to pass a resolution for starting the new business activity relating to the new clause which is being inserted?

Hoping for your valuable time.

Thanks

Ajay Mishra

Ajay Mishra (Expert)
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04 July 2013 My Pleasure.....

When you enter in to new business, then new main objects is required for the company in place of old objects and accordingly the name of the company will also change. As you know that name of the company should reflect the business of the company.

ROC will also suggest you to change the object if you are entering in to new business.

You file Form-1A firstly for change of name and such form will ask you to that main object is also changed then. In this section of Form-1A, you will change all your existing clause of Main object and insert new clause in MOA.

No need to file Form-20A for starting new business.It will not apply on your company.

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