Change of Object Clause of Company in India

Alteration of Object Clause under Companies Act, 2013

Starting at ₹6,999 + GST & Govt Fees

If your company plans to start a new business activity, diversify operations, or expand into a different sector, you must first amend the Object Clause of your Memorandum of Association (MOA).

Under the Companies Act, 2013, a company cannot legally operate beyond the scope of activities mentioned in its Object Clause. Any activity outside the approved objects may be considered ultra vires (beyond legal authority).

Therefore, before undertaking a new line of business, the company must complete the legal process for Change of Object Clause and file the required forms with the Registrar of Companies (ROC).

Drafting of Revised Objects

Board & Shareholder Resolutions

ROC Filing (MGT-14)

End-to-End Compliance Support

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    What is the Object Clause in MOA?

    The Object Clause is one of the most important parts of a company’s Memorandum of Association (MOA). It defines:

    Key Benefits:

    The main business activities of the company

    The purpose for which the company was incorporated

    The scope within which the company is legally permitted to operate

    It acts as a boundary line — the company cannot lawfully engage in activities beyond what is stated in this clause.

    There are typically:

    Main Objects (primary business activities)

    Ancillary or Incidental Objects (supporting activities required to achieve the main objects)

    If a new activity is not covered under either, alteration becomes mandatory.

    When is Change of Object Clause Required?

    A company must initiate alteration of objects in the following situations:

    Expansion into a new line of business

    Diversification into additional services or products

    Shifting core business model

    Investor requirement before funding

    Merger or restructuring

    Entering regulated sectors requiring specific object wording

    For example:

    An IT services company wants to start manufacturing electronic devices.

    A trading company plans to provide fintech services.

    A consulting firm wants to enter real estate development.

    If such activities are not covered in the MOA, amendment is compulsory before starting operations.

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    At a Glance: Compare Business Structures

    FeaturePublic Limited CompanyPrivate Limited CompanyLLPSole Proprietorship
    Legal StatusSeparate EntitySeparate EntitySeparate Entity Not Separate
    LiabilityLimitedLimitedLimited Unlimited
    Fundraising AbilityHighMediumLimited Not Eligible
    Regulatory ComplianceHighMediumLowVery Low
    Share TransferabilityFreely Restricted Not Applicable Not Applicable
    Best ForIPOs, Scale-UpsStartups, SMEsProfessionalsFreelancers

    Who Should Register a Public Limited Company?

    Opt for a Public Limited Company if you:

    Plan to raise funds from the public or institutions

    Operate in a capital-intensive sector

    Have multiple stakeholders or investors

    Want high credibility & transparency

    Intend to list on a stock exchange (now or in future)

    Step-by-Step Process for Change of Object Clause

    The process for alteration of Object Clause is governed under Section 13 of the Companies Act, 2013.

    Step 1

    Convene Board Meeting

    Step 2

    Obtain Shareholders’ Approval

    Step 3

    File Form MGT-14 with ROC

    The company must file Form MGT-14 within 30 days of passing the Special Resolution.

    Attachments include:

    Step 4

    ROC Registration & Record Update

    After verification, the Registrar records the alteration and updates the company’s master data.

    Documents & ROC Forms Required for Change of Object Clause

    Board Resolution

    Special Resolution of Shareholders

    Altered Memorandum of Association

    Notice of General Meeting

    Explanatory Statement

    Director’s Digital Signature Certificate (DSC)

    All drafting and compliance documentation must align with statutory requirements.

    Cost of Change of Object Clause in India

    The total cost includes:

    Government Fees

    ROC filing fee for MGT-14

    Stamp duty (if applicable)

    Professional Fees

    Drafting revised objects

    Preparing explanatory statement

    Filing and compliance management

    Government fees generally range between ₹1,000 – ₹3,000 depending on authorised capital and state of registration.

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    Key Compliance Considerations for Change of Object Clause

    Company cannot start new activity before altering MOA

    Banks and investors verify object clause during due diligence

    GST registration may need modification if business activity changes

    Proper drafting avoids future legal disputes

    FAQs – Change of Object Clause in India

    Yes. A Special Resolution is required under the Companies Act, 2013.

    Form MGT-14 must be filed within 30 days.

    Typically 5–10 working days, subject to ROC processing.

    No. The Object Clause must be amended first.

     

    No. Only MOA is altered; the legal entity remains the same.

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