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Special Resolution Format for Change in Object Clause of MOA

In accordance with the provisions of sections 4 and 13 of the Companies Act, 2013, a company can alter/change the object clause in the memorandum of association by passing of a special resolution in the meeting of the shareholders in this regard.

special resolution for change in object clause as per companies act 2013A company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.

Specimen special resolution for change in object clause is given hereunder for your reference—


SAMPLE #1

#. Alteration of the Object Clause of the Memorandum of Association of the Company

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with applicable Rules and Regulations made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, consent of the members of the company be and is hereby accorded for effecting the alterations in the existing Object Clause of the Memorandum of Association ("the MOA") of the company in the following manner:-

Clause III of the MOA be altered by substituting sub-clauses 2 and 3 with the following sub-clauses 2 and 3 respectively:

2. ..................................................................................................................

3. ..................................................................................................................

FURTHER RESOLVED THAT the Board of Directors of the company (hereinafter referred to as the "Board", which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be hereby authorized on behalf of the company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, to settle any questions, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other authority arising from or incidental to the said amendment without requiring the Board to secure any further consent or approval of the members of the company.”


SAMPLE #2

Item No. ...:

Alteration in the Object Clause of the Company:

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Management & Administration) Rules, 2014, including any modification(s) thereto or re-enactment(s) thereof from time to time, and subject to necessary approvals as may be required in this regard from appropriate authorities and subject to such terms and conditions as may be imposed by them, the consent of the members be and is hereby accorded for the insertion of the below mentioned new Main Object clauses and Ancillary clauses in addition to existing clauses, by the insertion of the objects pertaining to ................industry and ............... industry related clauses, in Clause III (A) 1, 2 (Main Objects) and Clause III (B) 1, 2, 3, 4 (Ancillary Objects) of the Memorandum of Association of the Company. The following new Clauses III (A) & (B), be hereby added to the existing main clauses and existing ancillary clauses and the main object and the ancillary object clauses be renumbered accordingly.

MAIN OBJECTS
III (A).

1. ..................................................................................................................

2. ..................................................................................................................

The objects incidental or ancillary to the attainment of the main objects:
III (B)

1. ..................................................................................................................

2. ..................................................................................................................

3. ..................................................................................................................

4. ..................................................................................................................

RESOLVED FURTHER THAT any of the Directors and the Company Secretary of the company be and is hereby severally authorized to do all such acts, deeds and things as may be necessary and settle any/all questions / matters arising in this regard, and to execute all such deeds, documents, agreements and writings as may be necessary for the purpose of giving effect to this Resolution.”




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NOTE: These resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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