Frequently Asked Questions
What is Procedure for name change of a Company?
A Private Limited company can propose to change its name due to change in main objective or Business itself, the name can also be changed if there is objection from any other company and Registrar of company has directed to change name of company. The Procedure to change name is as follow
– A resolution need to be passed in EGM regarding change in name
– Once resolution approved, proposed names need to be filed to ROC for approval
– Once approval received, MOA and AOA of the company need to be accordingly changed to incorporate the new name
– The applications need to be filed to change PAN card, TAN and other Business and compliance registrations
What is Procedure to appoint a new Director in a Private limited company?
Following steps need to be taken to appoint a new director
- Get details of DIN of appointed director OR Get signature on DIN and DSC form if no DIN is allotted earlier
- Collect following Affidavits / Declarations prepared & Signed
- DIR 2 (Confirmation to act as a director for the company)
- DIR 8 (If he was Director in any other company in last three year and not disqualified)
- Declaration in MBP 1 (If he is holding shares in other companies)
- Resolution for appointment of director
- File form DIR 12
- Regularization of Director U/s 160 – Take a resolution at AGM to regularize additional Director and file it with form 12
- Take Board resolution for MBP1 (i.e Holding in other companies and file it with MGT 14 within 30 days of resolution
How to increase Authorized share capital of a company?
Share Capital need to increase when it is required to be issued fresh shares. It can happen when a new investor is joining or you need to make provisions for ESOP, Even in case you are trying to infuse some more fund from existing shareholder, which is above the current Authorized Share capital Limit, the Authorized share capital need to be increased. Procedure to increase/change-authorized capital of a company will be as follow
- Issue of Notice and calling for EGM.
- Passing a resolution in this regard
- Getting approval of resolution
- Filing same to ROC after due changes in MOA and AOA of Company
What is Procedure for Director resignation?
E-forms to be filed in case Resignation of Director are form DIR.11 and DIR.12. Filing of Form DIR.11 is the responsibility of resigning director under his/her digital signature whereas Filing of Form DIR.12 is the responsibility of Company. Documents to be arranged/attached for filing of DIR.11 and DIR.12 are:
1. Notice of Resignation filed with the Company (Resignation Letter);
2. Proof of Dispatch of resignation;
3. Evidence of Cessation (Resignation acceptance Letter by the Company);
4. Board Resolution for taking note of resignation.
We can use Board Resolution for taking note of resignation or Resignation acceptance Letter by the Company as Evidence of Cessation. Further Resignation Letter given by the Director shall act as Notice of Resignation filed with the Company.
What is procedure for share transfer?
Find below the Procedure for transfer of shares in a closely held Private Limited Company:
Step 1 – The Articles of Association should not prohibit Transfer of shares.
Step 2 – Communication by the member’s intention to transfer your shares to the company in
writing.
Step 3 – Company notifies the fellow members, about the availability of Shares, Its Price and the Time Limit till which it is available for transfer. The Directors or the Auditors of the Company generally determine the Price
Step 4 – If none of the fellow members have come forward to purchase, you can transfer the shares to an outsider by issuing Form 7B
Step 5 – The Company holds a board meeting and approved such transfer issues Share Certificate to the Transferee
Step 6 -Filing of form to ROC
What is the time period to intimate changes for ROC?
That depends procedure to procedure, starting from 15 days to 30 days, as a thumb rule any significant changes should be intimated asap
What will be consequences in changes are not intimated to ROC?
There is a strict timeline to file forms to intimate the changes, if the changes are not reported then penalty need to be paid at the time of form filing.
What is Procedure to do amendments/Changes in MOA/AOA?
Following steps need to be taken while filing for amendments in MOA/AOA
- Notice for EGM/Special meeting for considering amendments
- Passing of resolutions
- Incorporating changes in MOA/AOA
- Filing requisites form to ROC and getting approval
Under what situations MOA/AOA Amendments required?
MOA and AOA need to be amended in case
- There is any change in business objective,
- Change in Address,
- Change in Authorized Share capital.
- Change in Other Objectives of company
- Providing for ESOP (If earlier not provided)
- Change in name of company
- Any other required changes in company
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