Incorporation
We draft your special resolution and file Form MGT-14 to amend your company's MoA object clause, so your registered objects match what your business actually does.
If your registered objects clause no longer matches what your business actually does, that's not a small fix. It needs a special resolution and an MGT-14 filing. We draft the resolution and file it for you.
Your company's Memorandum of Association sets out its registered objects: what your business is legally permitted to do. As a company grows or pivots, the objects clause it filed at incorporation can stop matching its real activity.
Fixing that requires a member special resolution and a Form MGT-14 filing, a distinct process from the SPICe+ filing you did at incorporation.
Scope
Board and member resolution language drafted for your specific objects-clause change.
The filing that puts the amendment on record with the ROC.
Updated memorandum you can point to going forward.
Specifics
The objects clause you filed as part of your e-MoA at incorporation isn't automatically updated as your business evolves. If your registered objects no longer describe what you actually do, amending them requires a member special resolution followed by a Form MGT-14 filing. You can't fix this by re-running SPICe+.
We don't quote a specific penalty figure for operating outside your registered objects. The numbers circulating for this are single-sourced, and we aren't comfortable presenting them as settled fact. What is settled: your objects clause needs to be amended through a special resolution and MGT-14 rather than left stale.
Process
Step 1 of 4
Draft the resolution
We draft the special resolution language covering your revised objects clause.
Common mistakes founders make
Clarifications
No. This is a separate process. It requires a member special resolution and a Form MGT-14 filing rather than a fresh incorporation filing.
We can draft the board resolution calling the EGM and the special resolution language for you to take to your members.
There can be regulatory exposure for operating outside your registered objects, but we don't quote a specific figure since the numbers we've seen circulating aren't reliably sourced. Talk to us about your specific situation.
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Get it done for you
Hand it to BuildWright — we handle the drafting, filing and compliance end to end.
Tell us about your partners and business and we'll take it from there.
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