MCA Filing
Shifting of Registered Office
Why corporate filing ?
As per the Companies Act,2013 every company is required to file Audited Financial Statement within 30 days from the conclusion of Annual General Meeting according to Section 129 and 137 of the Companies Act,2013 read with Rule 12 of the Company(Accounts)Rules,2014.Also every company needs to file Annual Return within 60 days from the conclusion of Annual General Meeting according to Section 92 of the Companies Act,2013 and Rule 11 of the Companies(Management and Administration)Rules,2014.
All official communications pertaining to a Company is sent to its registered office. Apart from a registered office a company can have a corporate, administrative office, factory etc which can be operated without any intimation to ROC. The registered office needs to be registered with Ministry of Corporate Affairs and the state or location of the registered office determines the domicile and the ROC of the company .Any change of address with respect to Registered Office must be notified to ROC within 15 days.
Appointment of Director
As per the Memorandum of Association and Articles of Association of the company the shareholders of a company elect Directors for managing the affairs of the company. a company, being artificial judicial person created by law can only act through the agency of natural persons. So only living persons can be Directors of a company. the Board of Directors is entrusted with the management of a company. Based on the requirements of the shareholders of the business Appointment of Directors can be made from time to time.
A digital signature certificate (DSC) and director identification number (DIN) are required for a person proposed to be appointed as a director. Any person who is above the age of 18 can obtain DIN without any restriction on nationality or residency status of the applicant. So Indian Nationals, Non-Resident Indians and Foreign Nationals can be appointed as Director of a company in India.
Resignation of Director in Company
By filing a resignation letter with the company and filing the intimation with the ROC The Director of a Company can resign from the Board.
Increasing of Authorised Capital
A company may need to increase its authorised share capital before issuing new equity shares and increasing paid-up capital. Authorised share capital is the total value of shares a company can issue, while paid-up capital is the total value of shares the company has issued. 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, it can do so either by: .
- Increasing authorised share capital and issuing new shares. (or)
- Transferring shares from existing shareholders to the new shareholders.
In most cases, new shares are issued and authorised capital is increased.
Get in touch with a Spoton Advisor for assistance with increasing authorised share capital...
Amendment of MOA
Changes to Memorandum of Association (MOA) can be effected through a special resolution at the shareholders meeting is required to bring change to Memorandum of Association (MOA).It is a complex and extensive procedure, hence due professional care must be taken.
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, hence due professional care must be taken during the procedure
Procedure
an amendment to the MOA by passing a special resolution is required to change the name of a company. Consent or authorization of Central Government is not required in case changes to the name of a private limited or public limited company is effected. the consent of Central Government would be required in all other cases. the Central Government might ask it to alter the name if in the event of a company being registered with a name that bears a resemblance to a name of an existing company,in such matters ordinary resolution is enough.
Changes to the name of a company would require an amendment to the MOA by passing a special resolution. In case changes to the name of a private limited or public limited company is effected, consent or authorization of Central Government is not required. In any other case, the consent of Central Government would be required. Further, in the event of a company being registered with a name that bears a resemblance to a name of an existing company, the Central Government might ask it to alter its name. In such a case ordinary resolution is adequate
For transfer of registered office from one state to another A company must make changes to the MOA. Some of the reasons for change of registered office from one state to another can be :
Economical reasons
To run the business more professionally
Meeting its existing objectives and to develop its operations
M&A of business
A company must make changes to the MOA for transfer of registered office from one state to another. Usual reasons for changing registered office from one state to another include:
a special resolution along with approval from the Company Law Board is required for shifting registered office from one State to another State.The company needs to file the changed memorandum with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted.After the approval of ROC, changes must be made in the MOA to reflect the new state of the registered office.
In the event of registered office has to be shifted from one State to another State, a special resolution has to be approved and approval from the Company Law Board has to be acquired by the company. The changed memorandum must be filed with the Registrar of the State from which the company is changing and also to the Registrar of the State to which the company is shifted. On approval of the Registrar of Companies (ROC), changes must be made in the MOA of the company to reflect the new state where the registered office is situated
a private limited company can Change the object clause with minimal hassles. a special resolution is required for changing the objects of a company which has raised money from public. the special resolution must be published in newspapers both in English and another in local language which are in circulation at place where the registered office of the company is located and also it should be displayed in company’s website,if any along with the justification for modification in objects of the company. all dissenting shareholders must be given an opportunity to exit by the promoters and shareholders possessing control of the company in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).
Changes to the object clause of a private limited company can be effected easily with minimal hassles. However, changing the objects of a company that has raised money from public will require a special resolution. Further, the special resolution must be published in newspapers both in English and another in local language which are in circulation at place where the registered office of the company is located. The details should also be displayed on the company’s web site, if any along with the justification for modification in objects of the company
Finally, all dissenting shareholders should be given an opportunity to exit by the promoters and shareholders possessing control of the company. This opportunity must be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).
by passing a special resolution The liability clause can be modified. within a period of 30 days the copy of the resolution should be filed with the Registrar The liability clause can be changed so as to make the liability of the directors unlimited. In any case, the liability of the shareholder cannot be made unlimited
The liability clause can be changed so as to make the liability of the directors unlimited. In any case, the liability of the shareholder cannot be made unlimited. The liability clause can be modified by passing a special resolution. A copy of the resolution should be filed with the Registrar within a period of 30 days
Through an ordinary resolution in a general meeting A company can change its capital clause. Amendment of capital may relate to:
the altered Articles and Memorandum have to be submitted to the Registrar Within a period of thirty days of passing a resolution.
A company can change its capital clause by the passing of an ordinary resolution in a general meeting. Amendment of capital may relate to:
Within a period of thirty days of passing a resolution, the altered Articles and Memorandum have to be submitted to the Registrar
A Company looking for issue of shares must check the current authorized capital, as the issue cannot be in excess of the amount of authorized capital.in the view of the above, a company may have to increase the authorised capital and make modifications to the MOA of the company
Memorandum of Association of Company is Referred to as the constitution or charter of a company and is an essential primary document for the incorporation of a company.It is to be formulated and signed by the founder members on the registration and establishment of a company and it provides details such as details of intial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company, the authorized capital (if any), and the liability of its members
Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for the incorporation of a 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 such as details of intial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company, the authorized capital (if any), and the liability of its members
For the incorporation of an entity, the founding members of an entity must subscribe their names to the Memorandum.It is the process of appending one’s signature or mark to a document, for the purpose of approval or attestation of its contents.
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
Winding up of a Company
A private limited company is an artificial judicial person which requires various compliances like appointment of Auditor, regular filing of income tax return, annual return filing and more Failing to maintain compliance could result in fines and/or disqualification of the Directors from incorporating another Company. Therefore, if a private limited company become inactive with no transactions then it is best to wind up the Company.
The shareholders at any time can initiate Voluntary winding outstanding dues, in case there are any secured or unsecured creditors or employees on-roll must be settled. Bank accounts of the company must be closed once all dues are settled. any overdue compliance like income tax return or annual filing and surrender the GST registration must be regularised. the winding up application petition can be filed with the Ministry of Corporate Affairs once, all activities are stopped and the registrations are surrendered.
Winding Up of LLP
The LLP Act, 2008 introduced in India a new form of business entity called LLP or Limited Liability Partnership. For LLP whose annual turnover is less than Rs.40 lakhs and/or the capital contribution is less than Rs.25 lakhs is exempted from audit. This made LLP popular amongst many entrepreneurs. Due to several reasons an LLP be wound up or closed.