Other objects in memorandum of association

Co Act 2013 6227 views 3 replies

dipali shinde

company secretary

163 Points Joined February 2011

Hello,

Section 4 (1) (c) of Companies Act, 2013 has deleted the provision of 'Other Objects' from the Object clause in the Memorandum of Association. So now we have only Main objects and objects in furtherance of the main object.

Further Section 6 (b) of Companies Act, 2013 reads 'any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.

In view of these provisions under the Companies Act, 2013 (CA 2013), do the 'Other Objects' existing in the MOA of companies incorporated before CA 2013 came into effect, become void ?

So now we cannot under take activities mentioned in 'Other Objects' of our MOA ?

Thanks

Dipali Shinde

Replies (3)

P C Agrawal

Registered independent director Past Ch

8229 Points Joined March 2007

In case of Articles Section 5(9) clearly provides that nothing in the Section will apply to a company registered under old Act. Hence, existing companies are not required to amend their articles. However, in case of Memorandum, Section 4 does not contain similar provision, which gives an impression that existing companies should amend their memorandum as per the new Act. Neither any time limit has been prescribed for this nor any clarification has been issued by MCA.

But if we go through Sec.4(1)(c), it asks us to mention the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof. Can we take a view that this provision will not apply to existing companies since they are not proposed to be incorporated? If so, any business covered under 'Other Objects' can be commenced merely by passing Board resolution since there is no provision in the new Act for seeking members approval for the same.

bharta bharta

2 Points Joined November 2022

In Dubai, memorandum of association regulates the relationship between the company and the authorities while Articles of Assocation regulates the relationship between the partners.

Divya jain

31 Points Joined July 2022

The <a target='_blank' rel='nofollow' href="https://cadivya.com/" target="_blank">Memorandum of Association</a> or MOA is the document with collection of clauses that defines the scope of a company. get the MOA format, clause and more