To tap into potential markets, companies may need to relocate their registered office strategically. They have the flexibility to change the registered office as needed, whether within local limits, between districts, from one Registrar of Companies (ROC) to another, or even from one state to another. This involves essential steps such as board and, if necessary, shareholder approval, filing relevant forms, advertising the change, verifying the new address, and ensuring compliance with statutory requirements for seamless adaptation to market dynamics.
*Effortlessly relocate your company's office within the same city, town, or village, ensuring a smooth transition without changing the local jurisdiction.
*Shifting your registered office beyond the current local limits but within the same state, maintaining continuity under the oversight of the same Registrar of Companies.
*Shift your registered office between Registrars within the same state, simplifying the process while adapting to new administrative oversight.
*Relocating your registered office from one state to another, navigating the necessary steps for a successful transition across state borders.
Calling a Board Meeting: As per Section 173(3) of the Companies Act, 2013, provide a seven-day notice for a Board of Directors meeting to pass a resolution on changing the registered office location within the same city, town, or village. Following Section 12(4), the company must inform the change of the registered office within fifteen days using the prescribed form. Ensure compliance by promptly notifying the alteration in the registered office location as mandated by the regulatory framework.
Convene a Board Meeting: In accordance with Section 173(3) of the Companies Act, 2013, issue a seven-day notice for a Board of Directors meeting. Seek preliminary approval from the Directors for relocating the company's registered office within the same state under the same ROC jurisdiction. Set the agenda to finalize the date, time, and venue for the General Meeting. Additionally, draft the notice and explanatory statement for the upcoming meeting to ensure transparency and compliance with legal requirements.
Holding EGM: Under Section 12(5)(a) of the Companies Act, 2013, enact a special resolution to approve the relocation of the registered office. Complete the process by filing the requisite forms with the Registrar of Companies (ROC). Ensure compliance with legal procedures for a smooth and officially sanctioned shift of the company's registered office.
Convene a Board Meeting: Section 173(3) of the Companies Act, 2013 requires a seven-day notice to convene a Board of Directors meeting to seek their approval for changing the registered office of a company within the same state, moving from one Registrar of Companies (ROC) jurisdiction to another. The meeting aims to fix the date, time, and place for a General Meeting and to draft the notice and explanatory statement.
Following board approval, a General Meeting is convened, and upon shareholder approval for the office shift, a resolution is passed. This resolution must be filed through the respective e-form with the ROC.
Within one week of filing the resolution, a notice detailing the office shift must be published in at least one daily newspaper and one English newspaper where the registered office is located. An application seeking approval is then made to the Regional Director, attaching the newspaper notice, at least 30 days before filing the application with the Regional Director.
After Regional Director Approval, the company must inform the ROC using the prescribed form. The relevant form for shifting the registered office is then filed with the concerned ROC. This comprehensive process ensures legal compliance and transparency in changing the registered office location within the same state.
According to Section 13(4) of the Companies Act, 2013, relocating a company's registered office from one state to another requires approval from the Regional Director.
• To initiate this process, the Board of Directors must pass a resolution approving the shift and authorizing one or more Directors to take necessary actions. A General Meeting is then convened to seek shareholders' approval for the office relocation. The resolution passed in this meeting needs to be filed with the Registrar.
• Within one week of filing the resolution, a notice detailing the office shift must be published in at least one daily newspaper and one English newspaper where the current registered office is situated. An application, along with necessary documents, is then submitted to the Regional Director for approval of the relocation. It's important to note that relocation won't be allowed if the company is facing prosecution or under any inquiry.
• Upon receiving approval from the Regional Director, the company files the approval copy with the Registrar of Companies (ROC) and submits the relevant form for changing the registered office's state with the ROC. This meticulous process ensures legal compliance and transparency when relocating a company's registered office from one state to another.
The company's Memorandum of Association acts as its charter, outlining its scope and activities. Modifying the company's objectives necessitates amending the Memorandum. According to Section 13 of the Companies Act, 2013, this alteration can be achieved through a resolution passed by the company.
Convene a Board Meeting: A notice must be provided seven days in advance to convene a Board meeting. This meeting aims to obtain the initial approval of directors for changing the company's objectives. It also involves setting the date, time, and location for a General Meeting and preparing the corresponding Notice and explanatory statement.
Holding of General Meeting: To enact the required Special Resolution per Section 13 of the Companies Act, 2013, for altering the company's object clause, we, as expert company law advisors, will guide you through the process. Following shareholder approval, we will handle the filing of essential documents and forms, ensuring compliance with Registrar of Companies standards.
Changing a company's name requires amending its Memorandum of Association through a resolution, as per Section 13 of the Companies Act, 2013.
The company can alter its name by special resolution, pending approval from the Registrar of Companies and the Central Government.
For this change, the company must not accept deposits and should not default in filing Annual Returns with the Registrar of Companies. Compliance with these conditions is crucial for a smooth name change process.
Board Meeting and Filing of Name: We assist you in preparing the Board meeting Notice. It must be sent to all directors at least 7 days before the meeting, where the resolution is passed to finalize names and authorize a director to apply to the ROC.
Next, we apply for name availability with the Registrar of Companies. Following this, a General Meeting is called with a minimum 21 days' notice, accompanied by an explanatory statement.
Upon approval in the General Meeting, the Resolution, along with the redrafted Memorandum of Association (MOA) and Articles of Association (AOA), is filed with the ROC. After obtaining approval, the respective form is filed to officially implement the name change.
A company possesses the flexibility to increase its share capital as required. Achieving an increase in authorized capital involves passing an Ordinary resolution and paying the necessary stamp duty to the government.
Initially, the Nominal Capital or authorized capital signifies the maximum capital amount a company can distribute among its shareholders and members. Many companies start with a modest authorized capital. However, as the company expands and responds to requests from investors, lenders, or customers, there might be a necessity to augment the authorized capital.
Increasing the authorized capital entails modifications to the Memorandum of Association, Articles of Association (initially detailing the capital amount), and other pertinent documents. This ensures alignment with the evolving needs and external demands placed on the company.
Steps:
Filing e-Form SH-7 facilitates the conversion of a company's new capital shares, debentures, and loans within a 30-day timeframe.
Registered companies, under the legal framework, hold the authority to issue shares based on specific criteria. For Private Limited Companies, options like "rights issue," "private placement," and "bonus issue" are available, while Public Limited Companies exclusively issue shares through a "public issue."
The augmentation of paid-up capital involves a Board Resolution following the receipt of the subscription amount within 60 days. This ensures compliance with regulations and effective management of the company's capital structure. Timely adherence to these processes is crucial, maintaining transparency and legal conformity in the increase of paid-up capital.
Private placement, governed by Sections 62(1)(c) and 42 of the Companies Act, 2013, involves a company offering securities to a specific group, distinct from a public offering. This is done through a private placement offer cum application, adhering to the conditions in the Companies Act, 2013.
The private placement is limited to an exclusive group, termed "identified persons," as identified by the Board, with their number not exceeding fifty or a higher count as prescribed by the Central Government.
Companies utilizing this section are barred from public advertisements or using media, marketing, or distribution channels for broader public information about the issue.
Moreover, no new offer can be made unless previous allotments are completed or the earlier offer is withdrawn, ensuring a controlled and targeted approach with discretion and adherence to legal guidelines.
Shares issued on a Right Basis refer to the offering of additional shares to existing equity shareholders of the company. This offer is made in proportion to their current holdings' paid-up share capital, sent through an offer letter.
The issuance process involves a 15-day notice, not exceeding 30 days, to existing shareholders. If the offer is not accepted within this timeframe, it is deemed to be declined. Unless specified otherwise in the company's articles, the offer includes the right for the individual to renounce the offered shares in favour of another person. This method ensures a fair and proportional distribution of shares among existing shareholders, allowing them the opportunity to maintain their ownership in the company.
The steps to allotment of shares are as follows:
When a legal representative of a deceased member transfers shares, it's deemed a transmission of shares by operation of law. The company registers this transmission in the Register of Members. This process acknowledges the change in ownership due to the passing of a shareholder.
When shares are passed on due to legal reasons like inheritance, you don't need to fill out and submit a transfer deed. Instead, a straightforward request to the company by a legal representative, along with certain essential documents, is enough. These documents include: a certified copy of the death certificate, a succession certificate, a probate, and the successor's signature sample.
Transferring shares means moving existing shares from one member to another, either to a new member or an existing one. This transfer must be done through a document called an Instrument for Transfer of shares, which is mandatory. According to section 56, a company cannot approve a transfer of shares unless the member submits a proper application to the company using the transfer deed in FORM NO SH 4.
Sweat Equity shares, the issuance of shares to employees, is a way for companies to reward their staff or directors. These shares are provided at a discount or for considerations other than cash, acknowledging contributions such as intellectual property rights or value additions. The rights, limitations, and provisions applicable to equity shares also apply to sweat equity shares, ensuring parity with other equity shareholders.
To issue Sweat Equity shares, a Special Resolution is passed in a General Body meeting, and approval can be obtained through a Postal Ballot approved by the Board meeting. This process aligns with company governance standards while recognizing and rewarding valuable contributions from employees and directors.
A company has the option to issue fully paid-up bonus shares from Free Reserves, Securities Premium account, or Capital Redemption Reserve account. However, issuing bonus shares cannot involve capitalizing reserves through asset revaluation and should not substitute for dividend payments.
Conditions for issuing bonus shares include ensuring the company has not defaulted on fixed deposit or debt securities payments, met statutory employee dues, and possesses no partly paid-up shares.
Authorization for bonus shares must be present in the company's Articles; if not, the Articles need updating. Bonus shares are then issued through approval in a General Meeting, aligning with legal requirements and maintaining transparency in the distribution of bonus shares to company members.
A company has the option to issue debentures with a conversion option at the time of redemption, either wholly or partially. However, debentures with voting rights cannot be issued. The issuance of convertible debentures requires approval through a special resolution at a general meeting. No such approval is needed for non-convertible debentures.
For secured debentures, a company must adhere to terms and conditions prescribed by the central government, and the redemption date should not exceed ten years from the issue date. When a company issues non-convertible or partially convertible debentures, it must create a Debenture Redemption reserve from its profits.
The issuance of debentures requires approval through a General Meeting, and a special resolution can be passed through the postal ballot process if the number of members exceeds two hundred, ensuring compliance and transparency in the issuance process.
To thrive as a successful promoter and establish a robust business, having substantial funds to safeguard, construct, expand, and develop products is crucial. Meeting diverse business requirements demands significant investments, often necessitating loans or credits from banks and financial institutions. It's imperative for companies availing loan facilities to register the loan amount through the creation of charges, accompanied by necessary documents, with the Registrar of Companies. Similarly, when the company repays the loans, it must inform the Registrar of Companies by completing the satisfaction of charges process, ensuring transparent financial reporting and legal compliance.
Calling a board meeting: As per section 173(3) of the companies Act, 2013 issue a notice for convene a board meeting.
Hold a Board Meeting: The primary objective of the meeting is to secure preliminary approval from the Board of Directors for a conversion and to amend the articles of association, pending approval from the Central Government. Additionally, the meeting aims to set a date and time for an Extraordinary General Meeting to seek shareholders' approval. It involves drafting, approving, and issuing a Notice along with an explanatory statement, adhering to the guidelines outlined in Section 102(1) of the Companies Act, 2013. This process ensures transparency and legal compliance in making significant alterations.
Hold a Extra ordinary General Meeting: Conduct an Extraordinary General Meeting (EGM) on the scheduled date to secure shareholder approval for converting from a public limited to a private limited company, accompanied by alterations to the Articles of Association as per Section 14. Following the EGM, the company must submit various e-forms at different stages to the Registrar of Companies. Post-conversion, additional formalities include notifying relevant authorities such as Sales Tax, Excise, updating PAN details, and updating bank records. This comprehensive process ensures legal compliance and smooth transition in company status.
According to Sections 14 and 18 of the Companies Act 2013, an existing private company can undergo conversion into a public limited company following specific procedures outlined in the legislation.
Convene a board meeting: Under section 173(3) of the Companies Act, 2013, it is required to issue a notice for convening a board meeting, with a minimum of 7 days' notice period. The main objective of this meeting is to seek initial approval from the Board of Directors to discuss and potentially amend the articles of association, subject to the Registrar of Companies' approval. Additionally, the board will decide on the date and time for holding a General Meeting to seek approval from shareholders. Furthermore, the board will be responsible for drafting, approving, and issuing a Notice along with an explanatory statement, as mandated by section 102(1) of the Companies Act, 2013.
Hold a Extra ordinary General Meeting Following the Extraordinary General Meeting (EGM) held on the specified date as mentioned in the Notice, the company aims to secure shareholder approval for the conversion from a public limited company to a private limited one. This conversion also involves the alteration of the Articles of Association in accordance with section 14.
Post-EGM, the company is required to file various e-forms with the Registrar of Companies at different stages of the process. Additionally, several post-conversion formalities need to be addressed, including notifying relevant authorities such as Sales Tax, Excise, updating PAN details, increasing the company's capital, and updating bank records. To initiate the conversion process, the company must submit an application to the Registrar of Companies, as outlined in Rule 33 of the Companies (Incorporation) Rules, 2014.
Whether converting from public to private or private to public, the company must submit an application for the conversion in the required form to the Registrar of Companies. This process is in accordance with Rule 33 of the Companies (Incorporation) Rules, 2014.
There are two types of conversions ie Voluntary conversion of OPC to Private/Public limited and compulsory conversion of OPC to Private/Public limited
Voluntary conversion of OPC to Private Limited or Public Limited:
According to the Companies Act, 2013, a One Person Company (OPC) cannot voluntarily convert to a Private Limited entity until two years have passed since its incorporation.
However, once this two-year period has elapsed, the OPC has the option to convert to either a Private or Public Limited company. This conversion process involves submitting an application to the Registrar of Companies, in compliance with Section 18 and Rule 7(4) of the Companies Act, 2013.
Compulsory Conversion of OPC to Private / Public Limited and Vice Versa:
According to Rule 7(4) of the Companies (Incorporation) Rules, 2014, if a One Person Company (OPC) has a paid-up capital of Rs. 50 lakhs or more, or an annual turnover exceeding Rs. 2 crore, it must convert into either a Private Limited or Public Limited company.
To initiate this conversion, a board meeting must be called under Section 173(3) to obtain approval from the Board of Directors. The conversion process involves passing a special resolution during an Extraordinary General Meeting (EGM). However, since OPCs typically have only one member, it may not be feasible to pass a special resolution. In such cases, the member can record their decision in the meeting minutes, accompanied by their signature, which will suffice. After documenting the decision in the minutes, the company must file the required e-forms as per the Companies Act, 2013 to complete the conversion process.
1. Procedure for appointment of auditors by companies & Reappointment.
Except for government companies, the initial auditor of a company is appointed by the board of directors. This appointment must occur within 30 days of incorporation, lasting until the first annual general meeting. In case of failure to appoint within the initial 30 days, the period can be extended up to 90 days.
Procedure for appoint an auditor:
Re-appointment of the Auditor:
After a 5-year period, a company can re-appoint the same auditor if certain conditions are met:
2. Procedure for removal of director by company
The authority to remove a director in a company lies with the shareholders, who can take this decision at any time before the completion of the director's tenure. Typically, shareholders can pass an ordinary resolution during their meeting to effect the removal. This power is not limited by the formal documents such as the Memorandum of Association (MOA), Articles of Association (AOA), or any other agreement governing the company.
Chances of removing a director:
Procedure of removal of a director:
ROC filing process:
Appointment of Casual vacancy for Director Position:
3. Procedure for appointment and resignation of director.
Each company is permitted to appoint individuals as directors. Private Limited Companies must have a minimum of 2 directors, while Public Limited Companies require at least 3 directors. It is mandatory for a One Person Company to have a single individual as the director. The maximum number of directors allowed is 15, and any increase beyond this limit requires the company to pass a special resolution during their general meeting. This ensures a regulated and efficient governance structure for companies.
Procedure of appointment:
Resignation of a director: