Business Diversification
Expand into new industries, add product lines or enter new markets (e.g. manufacturing company adding e-commerce).
Company Compliance
Change Activity Registration
Add, modify or remove business activities from your MoA in 15 to 20 days. Special resolution drafting, EGM documentation and Form MGT-14 filing .
2,500+MoA Amendments
15–20 DaysProcessing Time
DedicatedExpert Assistance
Free Consultation
Get Expert Object Clause Amendment Help
Talk to a company compliance specialist and complete MGT-14 filing without ultra vires risk.
Thanks! Your consultation request has been received. Our expert will contact you shortly.
SAMPLE
Change Business Activity Certificate
Government Authority / MCA — sample official certificate
Illustrative sample. Your official certificate is issued after approval.
01
Special Resolution
75% shareholder majority required under Section 13
02
30-Day Deadline
Form MGT-14 must be filed within 30 days of resolution
03
No Central Govt Approval
Unlike the 1956 Act — only ROC filing is required
04
15–20 Working Days
Typical end-to-end timeline with expert support
OVERVIEW
What Is Object Clause Amendment?
Object clause amendment is the legal process of altering the business activities listed in a company’s Memorandum of Association (MoA) under Section 13 of the Companies Act, 2013. It requires passing a special resolution with 75% shareholder majority and filing Form MGT-14 with the Registrar of Companies within 30 days.
Every company must declare its permitted business activities in the object clause of its MoA. Operating outside the declared object clause constitutes ultra vires activity, making contracts void and exposing directors to personal liability. Unlike the Companies Act, 1956, no prior central government approval is required under the 2013 Act.
Governing LawSection 13, Companies Act 2013
Resolution RequiredSpecial Resolution (75%)
Filing FormForm MGT-14
Filing Deadline30 days from resolution
Processing Time15 to 20 working days
WHY AMEND
Reasons to Amend the Object Clause
Regulatory Compliance
Sectors like NBFC, insurance and real estate require specific object clause wording before licence applications are accepted.
Mergers & Joint Ventures
Acquisitions, mergers or JV agreements often require adding new activities that the target or partner company is engaged in.
Startup Pivots
Startups frequently change their business model. Adding AI, SaaS or fintech activities is among the top reasons for amendments.
Avoid Ultra Vires Risk
If the company is already performing activities not covered by its MoA, amend urgently to avoid contracts being declared void.
Investor & Tender Requirements
VCs and government tenders often require specific activities listed in the object clause as an eligibility condition.
ELIGIBILITY
Who Can Amend the Object Clause?
| Requirement | Details |
|---|---|
| Company Type | Private Limited, Public Limited, OPC or Section 8 Company |
| Company Status | Active status on MCA portal (not struck off or dormant) |
| Board Approval | Board of Directors must pass a resolution approving the amendment |
| EGM Quorum | Minimum 2 members (private) or 5 members (public company) |
| Shareholder Majority | 75% majority by value of shares for special resolution |
| Annual Filings | All filings must be up to date (AOC-4, MGT-7) |
| DSC | Valid DSC of authorised signatory registered on MCA portal |
If your existing object clause already contains broad language covering the new activity as ancillary, a formal amendment may not be required. Review your current MoA first.
DOCUMENTS REQUIRED
Documents Required for Object Clause Amendment
1. Existing Memorandum of Association
Current MoA with the existing object clause, obtained from company records or MCA portal.
2. Board Resolution
Resolution approving the proposed amendment and authorising the convening of an EGM.
3. EGM Notice (21 Clear Days)
Notice to all shareholders with date, time, venue, agenda, full text of proposed special resolution and explanatory statement under Section 102.
4. EGM Minutes & Attendance Sheet
Signed record of shareholders present and detailed minutes recording the special resolution and voting results.
5. Certified Special Resolution
Certified true copy of the special resolution confirming 75% majority approval, signed by a director or compliance professional.
6. Amended Object Clause + DSC
Draft of new/modified business activities with corresponding NIC codes, plus valid Class 3 DSC of the authorised signatory.
PROCESS
Step-by-Step Object Clause Amendment Process
1. Draft the Proposed Object Clause
Prepare the amended object clause with new business activities and corresponding NIC codes. Review existing MoA to identify objects to add, modify or remove.
2. Convene Board Meeting
Hold a board meeting to approve the proposed amendment and pass a board resolution authorising the EGM and the draft special resolution.
3. Issue EGM Notice
Send 21 clear days’ notice to all shareholders under Section 101, including the full text of the special resolution and explanatory statement under Section 102. Shorter notice possible with unanimous consent.
4. Hold EGM and Pass Special Resolution
Conduct the EGM with required quorum. Pass the special resolution with 75% shareholder majority by value of shares. Record attendance and minutes.
5. Prepare Form MGT-14
Fill Form MGT-14 on the MCA V3 portal. Attach certified copies of the special resolution, explanatory statement, EGM notice, minutes, attendance sheet, altered MoA and board resolution.
6. File Form MGT-14 with ROC
Submit Form MGT-14 within 30 days of the special resolution. Pay government fee (₹200–₹600 based on authorised capital). Late filing attracts ₹100/day under Section 403.
7. ROC Review and Approval
ROC reviews the filing and attachments (typically 3–7 working days). On approval, the company’s master data is updated on the MCA portal.
8. Receive Updated Certificate of Incorporation
Download the updated Certificate of Incorporation from the MCA portal confirming the amended object clause. Company CIN remains unchanged.
9. Update NIC Code & Post-Amendment Registrations
Update NIC code on MCA portal. Amend GST registration if new activities fall under different HSN/SAC codes. Update trade licence, bank records and obtain any sector-specific licences.
PENALTIES
Penalties for Late Filing & Ultra Vires Activities
Late MGT-14 Filing
Filing after 30 days of the special resolution attracts an additional fee of ₹100 per day under Section 403 of the Companies Act, 2013.
Ultra Vires Activities
Operating outside the declared object clause makes contracts void and exposes directors to personal liability. Amend before signing new contracts.
Incomplete Documentation
Uncertified or incomplete EGM documents lead to ROC rejection and 5–10 working days delay in re-filing.
Pending Annual Filings
Pending AOC-4 or MGT-7 may trigger MGT-14 rejection. Clear all prior-year filings before starting the amendment.
NIC CODE
NIC Code Updation After Amendment
What is NIC Code?
National Industrial Classification (NIC) codes categorise business activities for government filings, GST and statistical purposes. Each new activity in the object clause should be mapped to the correct NIC code.
Update on MCA Portal
After ROC approval of the object clause amendment, update the NIC code classification on the MCA portal to reflect the new business activities.
GST & Other Registrations
If new activities fall under different HSN/SAC codes, amend GST registration. Update trade licences and obtain any sector-specific licences required.
Why It Matters
Incorrect or missing NIC codes can cause issues with tenders, licences, FDI reporting and statistical compliance. Most providers miss this step — we include it.
AFTER AMENDMENT
Post-Amendment Compliance Checklist
Download Updated CoI
Download the updated Certificate of Incorporation from the MCA portal confirming the amended object clause.
Update NIC Code
Update NIC code classification on the MCA portal to match the new business activities.
Amend GST Registration
If new activities require different HSN/SAC codes, file a GST amendment. Apply for any sector-specific licences needed.
Update Bank & Stakeholders
Inform banks, lenders, investors and other stakeholders. Update internal records and any trade licences.
WHY CHOOSE US
Why Corporate Mart?
Expert Object Clause Drafting
Qualified professionals draft amended object clauses with correct NIC codes, tailored to your business needs and regulatory requirements.
Complete End-to-End Package
Board resolution, EGM documentation, special resolution, MGT-14 filing, NIC code guidance and updated Certificate of Incorporation.
Fast 15–20 Day Turnaround
End-to-end process typically completed in 15 to 20 working days, with EGM preparation started during the notice period.
Transparent Pricing
Clear with dedicated professional support. Government fees (₹200–₹600) charged separately at actuals with no hidden charges. Stamp duty not applicable.
FAQ
Frequently Asked Questions
Draft the amended object clause with NIC codes, pass a board resolution, issue 21-day EGM notice, pass a special resolution (75% majority), file Form MGT-14 within 30 days, and receive the updated Certificate of Incorporation. The process typically takes 15 to 20 working days.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fee for MGT-14 is ₹200–₹600 based on authorised capital. DSC (if needed) costs ₹1,500–₹2,000. Stamp duty is not applicable. Total typicallyGovernment and statutory fees depend on the entity structure and state requirements. Contact our expert team for a detailed proposal.
No. Under the Companies Act, 2013, object clause amendment requires only a special resolution and Form MGT-14 filing with the ROC. Unlike the 1956 Act, no prior central government approval is needed.
Operating outside the declared object clause constitutes ultra vires activity. Contracts can be declared void and directors may face personal liability. Amend the object clause before signing contracts for new activities.
Filing Form MGT-14 after 30 days of the special resolution attracts an additional fee of ₹100 per day under Section 403 of the Companies Act, 2013.
Yes. After ROC approval, update the NIC code classification on the MCA portal to reflect the new business activities. Also amend GST registration if new activities require different HSN/SAC codes.
Yes. An OPC can amend its object clause with the written consent of the sole member. The same Form MGT-14 process applies.
End-to-end timeline is typically 15 to 20 working days. The 21-day EGM notice period is the main driver (can be shortened with unanimous shareholder consent). ROC processing usually takes 3–7 working days after filing.
