Whether cerificate of change in object to be attached to moa
This query is : Resolved
22 June 2016
If a company has altered its main object by passing a special resolution and the concerned Registrar of Companies has issued a certificate of registration of special resolution confirming alteration of object clause as per provision of section 13 (1) of Companies Act 2013, then whether the copy of said certificate of registration for change in object clause is COMPULSORILY required to be attached with Memorandum of the company? My interpretation is that , it is mandatory to attach to MOA as the said certificate indicates that object clause of the company is confirmed by ROC.
22 June 2016
Your view seems correct as a matter of prudence.
22 June 2016
is there any decided case or specific provision under Companies Act 2013 pertaining to my query?
03 August 2025
Regarding your query on whether the certificate of registration of special resolution for change in object clause (issued by ROC under Section 13(1) of the Companies Act, 2013) must be attached to the Memorandum of Association (MOA):
Key points:
When a company alters its MOA (specifically the object clause), it files the special resolution with ROC along with necessary forms (e.g., eForm MGT-7, MGT-14, and INC-28 for approval).
After approval, ROC issues a certificate of registration of special resolution confirming the alteration.
The altered MOA itself is required to be updated and kept at the registered office, and a copy of the altered MOA must be made available to members on request.
However, the Companies Act, 2013 does not explicitly mandate attaching the certificate issued by ROC to the MOA itself.
Practical interpretation:
The certificate issued by ROC is evidence that the alteration was duly registered.
It is not mandatory to physically attach this certificate to the MOA, but it should be kept as part of the company’s statutory records.
As a best practice and for prudence, companies often keep this certificate alongside the MOA to prove the authenticity and approval of the object clause alteration.
Relevant provisions:
Section 13(1) of Companies Act, 2013 relates to alteration of the MOA.
Rule 30 of Companies (Incorporation) Rules, 2014 provides procedural aspects of filing the special resolution.
No explicit rule or section says the certificate must be attached to MOA physically.
Case Law / Authority:
There is no widely known specific case law directly addressing this procedural point.
The ROC’s certificate is primarily a registration confirmation, not an integral part of the MOA.
Summary:
You are correct in saying it is prudent to keep the certificate with MOA as a supporting document.
But it is not a strict legal requirement to physically attach it to the MOA.
Ensure the altered MOA itself is duly filed, registered, and available as per law.
Key points:
When a company alters its MOA (specifically the object clause), it files the special resolution with ROC along with necessary forms (e.g., eForm MGT-7, MGT-14, and INC-28 for approval).
After approval, ROC issues a certificate of registration of special resolution confirming the alteration.
The altered MOA itself is required to be updated and kept at the registered office, and a copy of the altered MOA must be made available to members on request.
However, the Companies Act, 2013 does not explicitly mandate attaching the certificate issued by ROC to the MOA itself.
Practical interpretation:
The certificate issued by ROC is evidence that the alteration was duly registered.
It is not mandatory to physically attach this certificate to the MOA, but it should be kept as part of the company’s statutory records.
As a best practice and for prudence, companies often keep this certificate alongside the MOA to prove the authenticity and approval of the object clause alteration.
Relevant provisions:
Section 13(1) of Companies Act, 2013 relates to alteration of the MOA.
Rule 30 of Companies (Incorporation) Rules, 2014 provides procedural aspects of filing the special resolution.
No explicit rule or section says the certificate must be attached to MOA physically.
Case Law / Authority:
There is no widely known specific case law directly addressing this procedural point.
The ROC’s certificate is primarily a registration confirmation, not an integral part of the MOA.
Summary:
You are correct in saying it is prudent to keep the certificate with MOA as a supporting document.
But it is not a strict legal requirement to physically attach it to the MOA.
Ensure the altered MOA itself is duly filed, registered, and available as per law.
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