Other Compliances

A company's registered office is its official address on file with the Registrar of Companies, where all legal and government communication is sent. It can change in three ways, each with its own process:

Within the same city — convene a board meeting, pass a resolution, and file Form INC-22 within 30 days. Requires a utility bill for address proof and an NOC or rental agreement.

From one ROC to another — apply for Regional Director approval via Form INC-23, then file with the ROC within 60 days of approval (confirmation typically takes 30 more days).

Between states — the most involved process, since it changes the MoA too: pass board and shareholder resolutions, file MGT-14 and INC-23, advertise in two newspapers 30 days before the hearing, notify creditors and regulators, resolve any objections via Central Government hearing, then file INC-22 with both ROCs and INC-28 within 30 days of the order. Requires director/shareholder/creditor lists, public notice copy, incorporation documents, financial statements, and proof of the new address. Note: relocation between states is not permitted while any inquiry, inspection, investigation, or prosecution is pending against the company.

A company's Memorandum of Association sets its Authorized Capital — the maximum share capital it can issue. Long-term funding needs are often met by increasing this limit (short-term needs are better met with loans).

Steps: verify the AoA, convene a Board Meeting, hold an Extraordinary General Meeting to pass an ordinary resolution, and file Form SH-7 within 30 days. Once increased, paid-up capital can rise by issuing fresh equity shares.

Shares transfer in the manner set out in the company's articles. The process: obtain a transfer deed (Form SH-4), have it signed by transferor and transferee, stamp it per the Indian Stamp Act, have a witness sign it, attach the share certificate or allotment letter, deliver it to the company, and issue a new share certificate in the transferee's name.

Amending a company's Memorandum of Association requires a special shareholder resolution, and the process is complex. Common amendments include altering the company name, transferring the registered office to another state, altering the liability clause, and altering the capital or authorized capital.

LLPs face lighter compliance than Private Limited Companies, but non-compliance still carries heavy penalties. Annual Returns must be filed in Form-11 by 30th May each year, alongside a mandatory annual income tax return.

Private Limited Companies must file annual accounts and returns disclosing shareholder and director details with the Registrar. Form MGT-7 is due within 60 days of the AGM, and Form AOC-4 — with the balance sheet, profit and loss statement, and director's report — within 30 days of the AGM.

OPCs must file annual returns with the ROC within 180 days of the financial year closing, including: the balance sheet, profit and loss account, OPC compliance certificate, registered office address, register of members, shares/debentures and debt details, management information, shareholding structure, directorship changes, and security transfer details.

An LLP can be wound up either voluntarily or by tribunal order, a process governed by Sections 63, 64, and 65 of the LLP Act, 2008.