COMPANY FILLINGS

Registered Office Change Address

The registered office of the Company needs to be registered with the Ministry of Corporate Affairs. All other offices or additional locations can be opened by a company without any intimation to the ROC.

The state or location in which the registered office of the Company is situated will determine the Registrar of Company (ROC) to which the application for company registration must be made. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within 15 days.

Documents Requirement

For company

Utility bill of Registered Address of the Company, not older than 2 months.
NOC for Registered office address.

Rental Agreement of Company.
Authorized Capital & Subscribed Capital of the Company.
Preferred Bank in which account needs to be opened.
Please confirm the Mobile Number & E-Mail ID to be given for the proposed company and landline if any
Check the name availability (Required minimum 2 names )
Objectives of Company (Required 5 points )

For directors

For company

Utility bill of Registered Address of the Company, not older than 2 months.
NOC for Registered office address.

Rental Agreement of Company.
Authorized Capital & Subscribed Capital of the Company.
Preferred Bank in which account needs to be opened.
Please confirm the Mobile Number & E-Mail ID to be given for the proposed company and landline if any
Check the name availability (Required minimum 2 names )
Objectives of Company (Required 5 points )

Registered Office Change

The company has to pass certain resolutions such as the special resolution and the board resolution.

Special Resolution–This is to be passed in a general meeting if it wants to change the registered office to a place outside the local lists of the city, town or village wherein the office is presently located.
Board Resolution–A board resolution to enable the authorisation of the director to sign and submit form INC- 22 needs to be passed.

Change of Registered Office with a Different ROC but Same State

In case the company wants to change the registered office from the jurisdiction of one ROC to the other ROC, it has to apply for the approval of the Regional Director (RD) in the manner prescribed in form INC- 23. Once the Regional Director confirms this change, it has to file the same confirmation the ROC within 60 days. The ROC shall confirm the change of the address within 30 days of the filing.

Change of Registered Office to Another State

The company needs to amend the Memorandum of Association to change the registered office from one state to another. A special resolution needs to the be passed by the company for alteration of the MOA. This resolution needs to be filed with the ROC in form MGT-14 within 30 days of the resolution being passed. To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23.

The documents mentioned below.

A copy of the special resolution sanctioning the alteration by the members of the company.
a copy of the memorandum and articles of association
A copy of the notice conveying the general meeting along with relevant explanatory statement
A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
A list of creditors and debenture holders
A copy of board resolution or Power of Attorney
Document relation to payment of application fee

Central government shall dispose of the change of registered office application outside the state within 60 days of the application and before passing it may confirm that the change is with consent of the creditors, debenture holders etc.

Appointment of Director

To appoint a director, the person must obtain a digital signature certificate (DSC) and director identification number (DIN). DIN can be obtained for any person who is above the age of 18. Hence, Indian Nationals, Non-Resident Indians and Foreign Nationals can obtain DIN and be appointed as Director of a company in India.

Types of Director in Company

Managing Director

A “Managing Director” means a Director who, by virtue of Articles of Association of a Company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of affairs of the company.

Whole-time Director or Executive Director

An Executive Director or whole-time Director is someone in full-time employment of the company.

Ordinary Director

An “Ordinary Director” means a simple Director who attends the Board meetings of a company and participate in the matters put before the Board of Directors. These Directors are neither whole-time Directors or Managing Directors.

Additional Director

An Additional Director is someone appointed by the Board of Directors between two annual general meetings subject to the provisions of the Articles of Association of a Company. Additional Directors shall hold office only upto the date of the next annual general meeting of the Company. Number of Directors and additional Directors of a company together shall not exceed the maximum strength fixed for the Board of Directors by the Articles of Association.

Alternate Director

Alternate Director is someone appointed by the Board of Directors in a general meeting to act for a Director called the “original director” during his absence for a period of not less than three months from India. Generally, alternate Directors are appointed for a person who is Non-Resident Indian (NRI) or for foreign collaborators of a company.

Professional Director

interest in the company are called Professional Directors. In large companies, Professionals are sometimes appointment to the Board to utilize their expertise in the management of the Company.

Nominee Director

Banks and Private Equity investors who grant debt or equity assistance to a company generally impose a condition as to appointment of their representative on the Board of the concerned Company. These nominated persons are called as nominee Director.

In a One Person Company (OPC), a nominee Director is someone nominated by the sole Director of the One Person Company to take over affairs of the OPC in case of death or incapacitation of sole Director.

Maximum and Minimum Number of Directors in Private Limited Company

A company can have a maximum of fifteen Directors – it can be increased further by passing a special resolution.

Minimum Number of Director in Company are as follows:

Private Limited Company – Minimum two Directors
Limited Company – Minimum three Directors
One Person Company – Minimum one Director

Resignation of Director in Company

Director may resign from a company by giving a notice in writing to the company and the Board is required to intimate the ROC of such notice within 30 day in Form DIR-12. In case the Director chooses, he/she may also send a copy of the resignation letter to the ROC along with the reasons for resignation using form DIR-11.

Process for Removing a Director

A company is empowered to remove its directors before the expiry of their term, the powers of which is vested with the shareholders. Non-compliance with any of the stipulated processes can make the decision void, if appealed in a court.

Issue of Notice

The process of removal must be initiated by way of a notice. This notice must be processed by shareholders holding a minimum voting power of 1%; or who holds shares on which an aggregate sum of not more than Rs 5,00,000 has been paid up on the date of notice. Such a notice, known as special notice must be signed by all the members. The special notice must be delivered to the company at-least 14 days prior to the date of meeting, at which the resolution will be passed. It may be delivered earlier but wouldn’t be valid if issued before three months of the date of meeting.

Notice to Members

A copy of the notice must be sent to the director concerned, who in-turn is entitled to be heard on the resolution at the meeting, whether or not the director is a member of a company. The notice must be served at-least seven days, which is a week prior to the date of meeting. The concerned director can make a representation in writing to the company against the notice of removal. He/she is also entitled to make a plea to the company that the representation must be sent to all the members. Also, the members must be notified of the representation through a notice.

Change of Registered Office to Another State

The documents mentioned below.

A copy of the special resolution sanctioning the alteration by the members of the company.
a copy of the memorandum and articles of association
A copy of the notice conveying the general meeting along with relevant explanatory statement
A copy of the minutes of the general meeting wherein the resolution authorising the alteration.
A list of creditors and debenture holders
A copy of board resolution or Power of Attorney
Document relation to payment of application fee

Authorized Share Capital Increase

Authorised share capital is the total value of shares a company can issue. Paid-up capital can never exceed authorised capital. Hence, if a company having an authorised capital of Rs.10 lakhs and paid-up capital of Rs.10 lakhs would like to induct new shareholders

Verify AOA of the Company

Before commencing the procedures for increasing authorised share capital, verify the AOA to ensure there is enabling provision in the Articles of Association (AOA) particularly with reference to increase authorized share capital. If there are no provisions for increasing authorised share capital, the company must first make changes to the AOA of the company.

Note: Most of the AOA’s will have enabling provisions for increasing authorised share capital

Convene Board Meeting

To increase the authorized share capital, convene a Board Meeting by providing notice to the Director. Based on the approval, present the Notice of Extra-Ordinary General Meeting to all shareholders, Directors and Auditor of the Company.

Extra-Ordinary General Meeting

The approval of shareholders for increasing authorised share capital must be in the form of an ordinary resolution.

File ROC

At the Extra-Ordinary General Meeting, Form SH-7 must be filed by the company within 30 days of passing of ordinary resolution. Along with Form SH-7, the prescribed government fee for authorized capital must be paid .

Notice related to EGM.

Authorized True copy of Ordinary Resolution.
Changed Memorandum of Association. (Showing higher authorised capital)

The new authorised share capital of the company would be reflected on the MCA portal.

Allotment of Shares

Post the increase in authorised share capital, the paid-up share capital of the company can be increased by issuing fresh equity shares.

Delivery of Share Certificate

Transfer becomes effective only on registration of such shares by the company. The company shall deliver the share certificate within 1 month from the receipt by the company’s instrument related to transfer. The instrument of transfer must be endorsed with the respective name of the transferee.

Changes to MOA of Company

Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting. Changing the MOA of a company is a complex and extensive procedure

Alteration of Name in MOA
Change of Registered Office – State to State
Alteration of Objects Clause
Alteration of Liability Clause
Alteration of Capital Clause
Alteration of Authorized Capital

Memorandum of Association of Company

The “Memorandum of Association” is a document, which is to be formulated and signed by the founder members on the registration and establishment of a company. It provides details of intial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company.

Subscription of Memorandum

For the incorporation of an entity, the founding members of an entity, which could number seven or more in the case of a public limited company, two or more in the case of a private company, and one in the case of a One Person Company, must subscribe their names to the Memorandum. Subscribing is the process of appending one’s signature or mark to a document, for the purpose of approval or attestation of its contents.

The following persons can subscribe to the Memorandum:

Individual
Foreign citizens and Non Resident Indians
Minor (courtesy a natural guardian)
Company incorporated under the Companies Act
Company incorporated outside India
Society registered under the Societies Registration Act, 1860
Limited Liability Partnership
Body corporate incorporated under an Act of Parliament or State Legislature

Subscription to MOA

Every subscriber needs to affix his signature, and a person must bear witness to it. The witness must write his /her name, address, description and occupation.

Under the new MCA Forms, eMOA must be submitted with Digital Signature of the subscribers.

Particulars to be Mentioned in MOA

Rule 16 of the Companies (Incorporation) Rules, 2014, specifies that the following particulars of every subscriber to the Memorandum shall be filed with the Registrar:

Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.
Name of the father/mother.
Date of Birth.
Place of Birth.
Educational qualification.
Income-tax permanent account number.
Permanent and current address.
Email address.
Contact number.
Fax number (optional).
Two ID proofs, out of which PAN card is mandatory.
Any residential proof, not older than two months.
Proof of nationality, if the subscriber is a foreign national.
If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.

Under the new MCA Forms, eMOA must be submitted with Digital Signature of the subscribers.