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Board Resolution Format for Alteration in Object Clause of MOA

According to the provisions of sections 4 and 13 of the Companies Act, 2013, a company can change the object clause in its memorandum by passing of a special resolution i.e. taking approval of the shareholders in their general meeting.

board resolution for change in object clause companies act 2013
Before taking shareholders' approval, the management will have to obtain an approval from the board of directors of the company for alteration in the object clause of the memorandum. They should present to the board the reasons behind the change and its impact on the business of the company.

Here is a template of board resolution for change in the object clause of the memorandum of association of the company.


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

“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 made thereunder, including any amendments thereto, and subject to approval of the shareholders of the company and such other approvals, permissions and sanctions of statutory authorities as may be required, consent of the Board of Directors of the company be and is hereby accorded for amendment 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-clause __ with the following sub-clause __:

#. To carry on the business of _______________________________.

FURTHER RESOLVED THAT the draft copy of the amended MOA as tabled before the board at the meeting duly initialed by the chairperson be and is hereby approved and adopted.

FURTHER RESOLVED THAT (Name of the Officer/Director), (Designation) and (Name of the Officer/Director), (Designation) be and is hereby severally authorised on behalf of the company to sign and execute all such applications, forms and documents as required, and to do all such acts, deeds, matters and things as may be necessary, and to settle any questions, difficulties or doubts that may arise in this regard, and to accede to such modifications to the aforementioned resolution as may be suggested by the Registrar of Companies, ______ or such other authority arising from or incidental to the said amendment without requiring any further approval of the Board.”