A company in India can only carry on the business activities listed in the objects clause of its Memorandum of Association (MOA). If your company has started, or plans to start, an activity that isn't covered there, that activity falls outside its legal authority, technically called acting ultra vires. Contracts signed for such activities can be challenged, and directors can be held personally responsible.
The fix is a formal change in business object: a special resolution passed by shareholders, followed by filing Form MGT-14 with the Registrar of Companies (ROC) within 30 days, under Section 13 of the Companies Act, 2013. For most private and public companies, this doesn't need Regional Director or Central Government approval, so the whole exercise, from board meeting to an updated MOA on record with the MCA, usually closes in 10 to 15 working days once shareholders sign off.
This guide covers the complete legal process, the documents you need, current government fees, the mistakes that get MGT-14 filings rejected, and how LegalDev handles the filing for you end to end.
The objects clause is Clause III of a company's Memorandum of Association. It sets out the specific activities the company was incorporated to carry on. Under the Companies Act, 2013, this clause is a single unified list of objects; the older 1956 Act's split into "main objects," "objects incidental or ancillary," and "other objects" no longer applies to companies incorporated under the current Act.
A change in the object clause means altering that list: adding a new business line, removing one the company no longer pursues, or rewriting the clause entirely to match what the company actually does. This is different from a change in the company's name or registered office, though all three sometimes happen together (a name that describes the old business often needs to change alongside the object, since the ROC can direct a name change if the name no longer reflects the company's activities).
Adding a new business line. A company incorporated for software development that now wants to sell hardware, or one that wants to add e-commerce, NBFC-adjacent lending, or export activity, needs its object clause to say so before it starts.
Post-acquisition alignment. When one company acquires another, the acquired company's objects are often updated to match the group's actual business, whether that happens before or after the takeover closes.
Dropping abandoned activities. The MOA is a public document. If a company has permanently stopped an activity listed in its objects, especially one that could mislead a lender, vendor, or investor into thinking the company still operates in that space, removing it protects the company from disputes.
Regulatory or policy change. If the activity a company was doing becomes restricted or banned by a change in government policy, the clause needs to be updated or that object removed.
Investor or lender requirement. Before a funding round or a loan sanction, investors and banks often ask a company to formally widen its objects to cover activities it's already doing in practice but hasn't yet documented in its MOA.
The alteration of a company's MOA, including its objects clause, is governed by Section 13 of the Companies Act, 2013. In summary, the section requires:
For an ordinary private limited or public limited company that hasn't raised prospectus money, there is no Regional Director or Central Government approval step. This is the single most misunderstood point among first-time founders, and it's what makes this process meaningfully faster than, say, an inter-state registered office change.
(Reference: Companies Act, 2013, bare act text available at indiacode.gov.in, and the official MCA21 portal at mca.gov.in for current form versions and fee rules.)
From the company:
Drafted as part of the process:
For filing:
Companies with unutilized prospectus proceeds additionally need the postal ballot documentation and the exit-offer disclosure for dissenting shareholders.
Step 1: Board Meeting — The Board of Directors meets, on at least 7 days' notice, to approve the proposed change in object, approve the draft altered clause, and fix the date, time, and place of the EGM. Typical duration: Day 1.
Step 2: Notice of EGM — Notice is sent to all directors, shareholders, and the statutory auditors at least 21 clear days before the EGM under Section 101, unless shorter notice is consented to in writing by members holding at least 95% of the paid-up capital entitled to vote. Typical duration: 1 to 21 days, depending on whether shorter notice is used.
Step 3: Extraordinary General Meeting and Special Resolution — Shareholders vote on the resolution. It needs approval from at least 75% of the votes cast. For companies covered by Section 13(8), the resolution is passed by postal ballot instead of a physical or virtual EGM vote. Typical duration: 1 day.
Step 4: Draft and File Form MGT-14 — A company secretary drafts the resolution text, the explanatory statement, and the certified copies, then files Form MGT-14 on the MCA21 portal, attaching the special resolution, the altered MOA, and the EGM minutes. This must happen within 30 days of the resolution being passed; missing this deadline triggers penalties under Section 117. Typical duration: 1 to 2 days after the resolution.
Step 5: ROC Processing and Approval — The Registrar of Companies reviews the filing. If the attachments and resolution text are in order, the ROC registers the change and the company's master data on the MCA portal is updated to reflect the new object clause. If the ROC raises a query, the company gets a resubmission window, typically 15 days, to respond. Typical duration: 3 to 10 working days for a clean filing.
Step 6: Updated MOA and Confirmation — Once approved, the altered MOA becomes the company's legal record of its objects. LegalDev shares the ROC approval and the updated MOA copy with the client. Typical duration: Same day as approval.
Total realistic timeline: 10 to 15 working days for a private limited company with a straightforward change and no shorter-notice EGM, faster (7 to 10 days) where shareholders consent to shorter EGM notice, longer (4 to 8 weeks) for Section 8 companies awaiting Regional Director approval, or for public companies running a postal ballot with an exit offer.
MCA/ROC Government Fee for Form MGT-14
The government filing fee for MGT-14 is fixed by the authorized share capital of the company, under the Companies (Registration Offices and Fees) Rules, 2014:
These are indicative base slabs. Always verify the exact figure on the MCA "Fee Calculator" before payment, since fee rules are periodically revised.
Penalty for Late Filing (Section 117)
Filing MGT-14 after the 30-day window triggers a statutory penalty under Section 117(2) of the Companies Act, 2013, separate from any additional ROC processing fee:
This is why filing within the 30-day window matters more than almost any other step in this process.
Professional Fees
Professional fees for a change in business object typically range from ₹3,999 to ₹9,999 for a private limited company with a straightforward change, covering resolution drafting, EGM documentation, DSC-based filing, and ROC follow-up. Government fees, stamp duty (where the state charges it on the altered MOA), and any DSC renewal cost are additional and vary by state and authorized capital. Get an exact quote based on your company's capital and state before you commit; published starting prices across the industry usually exclude government fees and stamp duty.
Company With Unutilized IPO or Prospectus Proceeds
If a company raised money through a prospectus and hasn't fully deployed it, Section 13(8) requires the resolution to be passed by postal ballot, and dissenting shareholders (those who voted against or didn't vote) must be offered an exit by promoters and shareholders holding control, at an exit price determined per the applicable rules. This mainly affects listed and large unlisted public companies, rarely private limited companies that raised money privately.
Section 8 (Non-Profit) Companies
A Section 8 company needs prior approval from the Central Government (delegated to the Regional Director) before it can alter its objects, in addition to the special resolution and MGT-14 filing. This adds several weeks to the timeline since the RD application and hearing process runs separately from the ROC filing.
Change of Object With Change of Name
If the new object no longer matches the company's existing name, the Registrar can direct a name change alongside the object change. Where this happens, the name-change resolution and the object-change resolution can be passed at the same EGM and filed together, saving a second round of board and shareholder meetings, though the RUN (Reserve Unique Name) approval for the new name still has to be secured first.
LegalDev's compliance team handles the drafting, EGM documentation, and MGT-14 filing directly with the ROC, so you don't have to interpret Section 13 or the MGT-14 attachment requirements yourself. What that means in practice:
Talk to a compliance expert about your object change today, most private limited companies get a clear process and cost estimate within one call.
It's a formal amendment to the objects clause in a company's Memorandum of Association, done by special resolution and filed with the Registrar of Companies in Form MGT-14, so the company's registered activities match what it actually does.
Common reasons include starting a new line of business, dropping an activity the company no longer runs, aligning objects after an acquisition, or responding to a change in government policy that affects the existing activity.
Hold a board meeting to approve the change and call an EGM, send EGM notice with an explanatory statement (usually 21 clear days, or shorter with 95% member consent), pass a special resolution at the EGM, then file Form MGT-14 with the ROC within 30 days along with the altered MOA.
Section 13 of the Companies Act, 2013 governs alteration of the Memorandum of Association, including the objects clause.
Yes. The special resolution and altered MOA are filed electronically through Form MGT-14 on the MCA21 portal, using the authorized director's Digital Signature Certificate.
For a private limited company with shorter-notice consent from shareholders, 10 to 15 working days is typical. With standard 21-day EGM notice, the full cycle runs closer to 30 to 35 days.
Not for an ordinary private or public company. Section 8 (non-profit) companies do need prior Central Government approval, exercised through the Regional Director, before filing MGT-14.
A special resolution, meaning at least 75% of the votes cast by members present and voting (in person or by proxy), must be in favor.
Form MGT-14, filed with the Registrar of Companies within 30 days of the special resolution being passed.
30 days from the date the special resolution is passed at the EGM or approved by postal ballot.
The company faces a penalty under Section 117(2): a minimum of ₹1,00,000 for the company plus ₹500 per day of continuing default (up to ₹25,00,000), and a minimum of ₹50,000 for the officer in default plus ₹500 per day (up to ₹5,00,000).
The board resolution, EGM notice with explanatory statement, special resolution, altered MOA (and AOA if applicable), minutes of the general meeting, and a valid DSC and DIN for the signing director.
Only if the Articles of Association specifically reference the objects or restrict them further. In most standard AOAs, no change is required, but this should be checked case by case.
It's slab-based on the company's authorized share capital, roughly ₹200 for capital up to ₹1 lakh, rising to ₹600 for capital above ₹1 crore. Use the MCA fee calculator for your exact figure.
Professional service fees generally range from ₹3,999 to ₹9,999 for a private limited company, plus the government MGT-14 fee and any applicable state stamp duty on the altered MOA.
Yes. Since an OPC has a sole member, the resolution is recorded by the member and communicated to the company, then filed with the ROC, without the general meeting process that multi-member companies follow.
No. LLPs amend their business activities by changing the LLP Agreement and filing Form 3 with the ROC, not Form MGT-14, which applies to companies.
A board resolution alone is not enough. The Companies Act requires a special resolution passed by shareholders, in addition to the board's initial approval to convene the meeting.
It's a mandatory disclosure under Section 102 that accompanies the EGM notice, explaining the material facts and reasons for the proposed resolution. Missing it can make the notice defective and risks rejection at the ROC stage.
Yes, if members holding at least 95% of the paid-up capital entitled to vote consent in writing to shorter notice than the standard 21 clear days.
It's the provision requiring a postal ballot and an exit offer to dissenting shareholders when a company that raised money through a prospectus has not fully utilized the proceeds and wants to change its objects. It mainly applies to listed and larger public companies.
Not automatically, but if the existing name no longer reflects the new objects, the Registrar can direct a name change. Where relevant, both changes are often processed together.
If the new activity requires a separate regulatory license (RBI for NBFC, IRDAI for insurance, etc.), updating the MOA object clause does not itself grant that license. The company must separately apply to the relevant regulator.
No. The company must first be restored to active status with the ROC before any MOA alteration, including an object clause change, can be filed.
Existing contracts under the old objects remain valid. Licenses and registrations tied to the previous business description (GST, trade license, IEC, etc.) should be updated to reflect the new object clause to avoid mismatches during audits or renewals.
Yes, if the new activity changes the nature of goods or services supplied, the GST registration's business details should be amended to stay consistent with the updated MOA.
An authorized director of the company, using their Digital Signature Certificate, with the filing typically certified by a practicing Company Secretary, Chartered Accountant, or Cost Accountant.
In several states, yes. Stamp duty rates on an altered Memorandum vary by state and are separate from the MCA/ROC government fee, so check the applicable rate for your state of registration.
The ROC updates the company's master data on the MCA portal to reflect the new object clause, and the altered MOA becomes the company's official record of its permitted activities going forward.
Yes, common rejection reasons include an incomplete explanatory statement, mismatched resolution wording, an expired DSC, or missing attachments. A resubmission window is usually given to correct and refile.
Related but not identical. The NIC (business activity) code used in registrations like GST and Udyam should be updated to match the new object clause, but that's a separate filing from the MGT-14 process itself.
Yes, a single special resolution and MGT-14 filing can add or remove several objects at once, provided they're all clearly listed and covered by the explanatory statement.
Yes. In addition to the special resolution and MGT-14 filing, a Section 8 company must obtain prior approval from the Central Government (via the Regional Director) before its object change takes effect.
Under the Companies Act, 2013, there's no longer a formal split between main, ancillary, and other objects as there was under the 1956 Act; the MOA carries a single, unified objects clause, so any addition or removal is simply an amendment to that one clause.
An authorized capital increase (Form SH-7) raises the maximum share capital a company can issue; a change in business object (Form MGT-14) alters what activities the company is legally permitted to carry on. They're unrelated changes, though both need a resolution filed with the ROC.
Yes, shareholders vote at the EGM (or postal ballot), and if the resolution doesn't get 75% approval, it fails. For prospectus-funded companies under Section 13(8), dissenting shareholders additionally get a right to exit.
No, the EGM requires a quorum of members (not directors specifically), and the special resolution needs 75% of votes cast by members present and voting, whether in person, by proxy, or via postal ballot where applicable.
Share your company's CIN, current MOA, and the new activities you want to add or remove; LegalDev's team reviews your case, drafts the required resolutions, and manages the entire filing with the ROC on your behalf.
Changing your company's business object is a documentation exercise with real legal consequences if it's skipped: activities outside your registered objects carry ultra vires risk, and a missed MGT-14 deadline brings a statutory penalty that starts at ₹1,00,000. For most private and public companies, though, it's a clean process: board approval, a 75% shareholder vote, and a filing within 30 days, with no government approval step standing in the way.
If your company has grown into activities your MOA doesn't cover yet, or you're preparing for funding and want your objects clean before due diligence starts, get it filed correctly the first time.
Speak with LegalDev's compliance team today.