Major Changes In Your Company

Do you want to intimate changes among managing director, directors, manager, CEO, CFO and secretary of a company?

A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form No. DIR-12 with ROC within 30 days from date of such change takes place.

A company can intimate changes among managing director, directors, manager and secretary of a company by filing Form No. DIR-12 with ROC within 30 days from date of such change takes place.

Do you want to change Company Name?

In order to change company name, Form INC-1 is required to file for name approval. After the name gets approved, applicant is required to file form MGT-14 (necessary resolution for alteration of MOA and AOA) and form INC-24 to give effect to change in name.

In order to change company name, Form INC-1 is required to file for name approval. After the name gets approved, applicant is required to file form MGT-14 (necessary resolution for alteration of MOA and AOA) and form INC-24 to give effect to change in name.

Do you want to change Object Clause of MOA?

In case company wants to change its object clause, it can do so by filling passing necessary resolution and the same needs to be filed in Form MGT-14.

In case company wants to change its object clause, it can do so by filling passing necessary resolution and the same needs to be filed in Form MGT-14.

Do you want to change registered office of the company?

In case company wants to change its registered office within local limits of the same city or place, intimation regarding the same has to be filed in FormINC-22.

Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, Form MGT-14 and Form INC-22 are required to be filed to ROC to give effect to such change.

In case, company wants to shift the registered office from one state to another state or from jurisdiction of one ROC to another, it needs to file following forms to give effect to such change. These forms are:

1) Form MGT-14

2) File application with Central Government in Form No. INC-23

3) Form INC-28

4) Form INC-22

In case company wants to change its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22. Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, Form MGT-14 and Form INC-22 are required to be filed to ROC to give effect to such change. In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another, it needs to file following forms to give effect to such change. These forms are: 1)Form MGT-14 2) File application with Central Government in Form No. INC-23 3) Form INC-28 4) Form INC-22

Do you want to increase authorized capital of the company?

A company can increase its authorized capital by filing Form SH-7. Similarly, subscribed capital and paid up capital of the company gets increased on filing and approval of Form PAS-3 (Return of allotment of shares).

MAJOR CORPORATE ACTIONS:

Public Issue of shares

Public issue of shares is the most popUlar method of fund raising, in the case of projects involving high Investment. Public Issue of shares is primarily governed by the provisions of Section 55 to 81 of Companies Act, 1956 and Disclosure & Investor Protection Guidelines Issued by SEBI.

It can be various types and can be classified as , Public Issues, Rights Issues, and preferential Issues.

Public Issue (IPO): when an unlisted company, makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This paves the way for listing and trading of the securities in the stock exchanges:

Follow on Public Offering (FPO): When an already listed company makes either a fresh issue of securities or an offer for sale of securities to the public or an offer for sale to the public through an offer document. It need to comply with the listing conditions and or continued listing conditions.

Offer for Sale (OS): Offer of securities by existing shareholders of a company to the public for subscription through an offer document.

Rights Issue (RI): Is when a Company proposes to issue further shares to its existing shareholders. The rights are normally offered in a particular ratio to the number of shares held prior to the issue.

Preferential Issue: Is an issue of shares or of Convertible securities by Companies to a select group of persons under section 81 (1A) of the Companies Act, 1956 which is neither a rights issue nor a public issue. This is the faster way for a company to raise equity capital form persons who commit to contribute funds on a long term basis.

Do You want to pay Dividend:

Do You want to Buy Back shares:

ESOP and Sweat Equity:

Sub-Division Consolidation of Shares:

 Increase in Paid-up Capital:

A company can increase its authorized capital by filing Form SH-7. Similarly, subscribed capital and paid up capital of the company gets increased on filing and approval of Form PAS-3 (Return of allotment of shares).

Do you want to reduce your paid-up capital:

 Section 100 to 104 of the Companies Act, 1956 regulates the reduction of capital subject to the approval of shareholders in general meeting and confirmation by high court having jurisdiction.

Reduction Of Capital usually adopted by a company with substantial accumulated losses or huge deferred revenue expenditure, which would continue to impact future profitability and capital services capability of the Company. In other words there is a huge negative gap between the paid-up capital and the net value of the existing assets, the company may go in for capital reduction.

Companies having surplus capital more than their requirements also opt for reduction of capital.

Even though the Companies Act, 2013 is notified and is in force now, section 100 to 104 of the Companies Act, 1956 is still applicable and High Court of appropriate jurisdiction have the power to confirm the reduction of Capital.

In case of companies listed with stock exchanges, the companies need to obtain in-principle approval from stock exchanges where the said company is listed under clause 24(f) of the listing agreement.

Do you want to convert a Public company into a Private company?

A public company can convert itself in to a private company by filing Form MGT-14 (Alteration of MOA and AOA) and approval of Form INC-27.

A public company can convert itself in to a private company by filing Form MGT-14 (Alteration of MOA and AOA) and approval of Form INC-27.

 Do you want to convert a Private company into a Public company?

A Private company can convert itself in to a Public company by filing Form MGT-14 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form INC-27.

A Private company can convert itself in to a Public company by filing Form MGT-14 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form INC-27.

 Do you want to register a charge or make modification in registered charges other than those related to debentures)?

In case you want to register a charge or make modification in registered charges (other than those related to debentures), you need to file Form CHG-1 for registration or modification of a registered charge.

In case you want to register a charge or make modification in registered charges (other than those related to debentures), you need to file Form CHG-1 for registration or modification of a registered charge.

Do you want to report repayment or satisfaction of registered charges?

In case you want to report repayment or satisfaction of registered charges, you need to file Form CHG-4 (satisfaction of charge). This form is applicable for both the type of charges.

In case you want to report repayment or satisfaction of registered charges, you need to file Form CHG-4 (satisfaction of charge). This form is applicable for both the type of charges.

Do you want to change information of a Foreign Company?

A foreign company can change its information by filing Form FC-2 and Form FC-3. Form FC-2 is required when there is –

  • Alteration in the charter, statute or memorandum and articles of association, • Alteration in Address of the registered or principal office • Alteration in directors and secretary of a foreign company.

Similarly, Form FC-3 is required to give notice in case of –

(A) Alteration in the address of principal place of business in India of a foreign company.

(B) Annual accounts and list of places of business established in India by a foreign company.

(C) Cessation to have a place of business in India.

Do you want to hold General Meeting of the Company:

In addition to the Extra Ordinary General Meeting which are required to hold as and when required by the Company, every Company is required to hold, every year, a meeting of its members called the Annual General Meeting .

A company must hold an AGM at least once in an year, except the first AGM which can be held within a period of 18 months. The gap between two consecutive AGM’s must not exceed 15 months. At the same time it must be ensured that there must be an AGM in each calendar year. Section 210 of the Companies Act, 1956 provides that the accounts to be considered in AGM must be for a period ending on a date which does not exceed 6 months proceeding the date of the AGM. Thus a company maintaining its accounts on a financial year basis, with the year ending as on 31st March, the AGM must be held within by 30th September of that year.

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Change your LLP Information:

Do you want to change LLP Name?

LLP can change its name by filling the following forms:

      • Form 1 (Application for reservation or change of name) is required to be filled for name approval.
      • After the name gets approved, applicant is required to file Form 5 (Notice for change of name) to intimate the registrar about the name change of LLP.

Do you want to intimate changes among designated partners’ or partners’ or change in any particulars of designated partners’ or partners’ of a LLP?

An LLP can intimate changes among designated partners’ or partners’ or change in any particulars of designated partners’ or partners’ of a LLP by filing Form 4 (Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/ designated partner) with Registrar.

Do you want to change registered office of the LLP?

In case LLP wants to change its registered office, intimation regarding the same has to be filed in Form 15 ( Notice for change of place of registered office).

Do you want to change the LLP Agreement?

LLP can change the LLP Agreement by filing Form 3 (Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein). However, in case change in LLP agreement is due to change in partners/ designated partner, Form 4 has to be filed along with Form 3.

Do you want to register a charge or make modification in registered charges or report repayment or satisfaction of registered charges?

In case you want to register a charge or make modification in registered charges or report repayment or satisfaction of registered charges, you need to file appendix to Form 8 (Statement of Account & Solvency) (Interim).

§  Do you want to change information of a Foreign LLP?

A foreign LLP can change its information by filing Form 28 and Form 29.

Form 28 is required when there is –

    • Alteration in the incorporation document, or other instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India
    • Alteration in the registered or principal office of a limited liability partnership incorporated or registered outside India
    • Alteration in the partner or designated partner if any of a limited liability partnership incorporated or registered outside India.

Similarly, Form 29 is required to give notice in case of –

    • Alteration in the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India
    • Alteration in the name or address of any of the persons authorized to accept service on behalf of a foreign limited liability partnership in India
    • Alteration in the principal place of business of foreign limited liability partnership in India
    • Cessation to have place of business in India.