Case Study on Change of Main Objects and Change of Name of the Company under the Companies Act, 2013

Change of Object Clause
The Memorandum of Association (MoA) is the chartered document that defines the purpose and range of activities of a company in its object clause. The change of an object clause requires alteration of the MOA.

As per Section 13(9) of the Companies Act, 2013, the Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution.

Client requirement
The client was engaged in the business of portfolio management and security investments. However, due to losses in the above business the client wanted to change its activity to software and so wanted an alteration of its main objects and change of name.

In this regard, the client approached SimplyBiz for this exercise and after understanding the facts of the case in detail, we initiated the process.

Our work
On a high level, the objective of the company can be achieved by taking up two broad processes. Firstly -changing the main objects and the secondly – Change in the name of the company. Each process involves a sequence of activities to be undertaken and the same are mentioned below:

1. As a first step, we had to understand the business that client wants to undertake and analyse whether it was a lawful business in India. Further, we also had to analyse whether the new business required any approval from the sectoral regulators viz., Reserve Bank of India (RBI), Securities Exchange Board of India (SEBI) and Insurance Regulatory and Development Authority of India (IRDA) etc.,
2. In the present case, the client wanted to change its objects to software business. Therefore, there was no requirement to obtain any approval from the sectoral regulators.
3. We initiated the process by coordinating with the client and drafted the main objects that reflect the software business. Further, after receipt of confirmation on the draft object we initiated preparation of the requisite documentation for this exercise i.e., Board meeting and general meeting related documents, Altering the MOA, and other miscellaneous documents. As there was a change in the industrial activity of the company in present case, therefore one of the major point was to determine “main division of new industrial activity of the company and description of the main division” which is required to be mentioned in the Form MGT-14. Thereafter, filed Form MGT-14 with the Registrar of Companies (RoC).
4. The Form MGT-14 was approved by the RoC within 30 days of submission without any resubmission and new Certificate of incorporation was issued by the RoC to the client
5. Further, after change of main objects we proceeded with change of name of client. First of all we conducted preliminary search of the two new names that client proposed on the MCA website and IP India to determine whether the new names meets the requirements of Section 4(2) of the Act. The names met the requirements of Section 4(2) of the Act.
6. Further, we prepared requisite Board meeting documents and filed application for reserving the new names of client by filing Form Reserve Unique Name (RUN) on the MCA Website. The applied names were approved and reserved by the CRC for 60 days.
7. Thereafter, we initiated preparation of the requisite documentation for change of name i.e., Board meeting and general meeting related documents, Altering the Articles of Association (AoA) and Memorandum of Association (MoA), detailed application and other miscellaneous documents. Thereafter, filed Form MGT-14 which was approved by RoC with 30 days of filing and post approval of Form MGT-14 filed Form INC-24 with the RoC.
8. However, some additional questions/queries were raised by the RoC officials on the application and the Form INC-24 was put up for re-submission. We replied to the queries raised by RoC and re-submitted Form INC-24. Thereafter, the Form INC-24 was approved, and new Certificate of incorporation was issued by the RoC to the client.
9. Thereafter, we guided the client on the change of name on the name boards & letter heads and also intimation to various central and state, PAN, TAN, and GST etc. authorities,

The entire assignment was completed in a smooth & seamless manner. Our experience of handling various assignments of change of main objects and name of the Companies has given us considerable exposure on the critical aspects to be looked into, in the process.  We have undertaken similar assignments for other companies as well and the process has been smooth & seamless.