OTHER COMPLIANCES

1. CHANGE OF REGISTERED OFFICE

The official address of the company recorded with the Registrar of Companies is the company’s registered office. It is to this address that all legal as well as government communications are sent. The registered office of a company in India must be registered with the Ministry of Corporate Affairs. However, there may be times when a company requires to change its registered office. Generally, change of registered office can effectuate in three ways:

    1. Within the same city
    2. From one ROC to another
    3. Between states

Let us check out the procedures associated with change of registered office in each case.

Within the same city

It is no big deal changing the address of the registered office within the same city. Convening Board meeting and passing a resolution about the change of address is the first step for a company ought to do in order to change its registered office within the city. Within 30 days of passing such a resolution, the company needs to file a form INC22 with the Ministry of Corporate Affairs.

Documents Required

  • Utility bill for business address proof
  • NOC from the owner/ Rental agreement

From one ROC to another

Sometimes, companies require to change the registered office from the jurisdiction of one ROC to another. Let’s say, you want to change your office address from Pune to Mumbai. In such cases, the company has to apply for the approval of the Regional Director as prescribed in Form INC-23. Once the Regional Director approves the change, it needs to be filed with the ROC within 60 days. Change of address usually gets confirmed in 30 days of filing with the ROC.

Between states

If a company intends to change its registered office from one state to another, the process involved is not as simple as changing the address within the same city. This is mainly because when the registered office shifts from one state to another, the MOA of the company also changes. Following are the steps involved in change of registered address between states:

  • Convene Board meeting with directors and pass a resolution to arrange EGM (Extraordinary General Meeting).
  • Convene an EGM of shareholders. Pass the special resolution by the members for a change of the company in Memorandum of Association (MoA).
  • Within 30 days of the passing of the resolution, file the certified copy of the same in form MGT-14 with the prescribed fee to the RoC.
  • File application in form INC 23 seeking approval for alteration of MoA with regards to the relocation.
  • Advertise the application in two newspapers indicating the plan to change registered address. Of the two newspapers, one must be in English language and the other in the principal language of that state. The advertisement must be published 30 days prior to the hearing.
  • Send the notice of application by registered post to all the creditors and debenture holders, registrar, chief secretary of the state, or any relevant regulatory authority under whose governance the company falls.
  • In case an objection is received then there will be a hearing with the Central government and necessary orders will be passed. If no objection is received, then the order will be passed without any hearing.
  • Once the request for shifting of the registered office is approved, file form INC 22 with both the ROCs along with supportive documents.
  • To make the order effective, file form INC-28 to the ROC within 30 days of the order.

Documents required

  • List of
    • directors of the company;
    • shareholders of the company;
    • creditors duly certified by the auditors of the company;
  • Copy of
    • public notice published;
    • certificate of incorporation, MoA, and AoA;
  • Latest audited financial statement of the company;
  • Rent agreement in the name of the company for the new proposed address; and
  • Utility bills, not more than two months old, as proof of premises and a no objection certificate from the owner of premises.

It is to be noted that, if there are any inquiries, inspections or investigations initiated against the company or has any prosecution pending against under the Companies Act, shifting of office from one state to another state is not permitted.

4. AUTHORIZED CAPITAL INCREASE

During the formation of a company, the Memorandum of Association (MOA) of the company specifies and approves an amount to be the maximum amount of the share capital of the company. This is referred to as Authorized Capital. Fund requirements of businesses increase with time. The requirement can be short term or long term. Taking loans and advances can help a business meet its short-term fund requirements. But that is not the case with a long-term fund requirement. Private Limited Companies can meet long term fund requirements by increasing the authorized capital of the company. The authorized and paid-up capital of a Private Limited Company will be detailed in the MOA, while registering the company. So, new shares within the limit of the authorized capital specified in the MOA can be issued. However, amendments need to be done to the MOA, if the company intends to issue more shares than the specified limit.

      Steps to increase authorized capital

    • Verify AOA of the Company.
    • Convene a Board Meeting.
    • Conduct Extra-Ordinary General Meeting and pass an ordinary resolution.
    • File Form SH7 within 30 days of passing the ordinary resolution.
    • Once the authorized share capital is increased, the paid-up share capital of the company can be increased by issuing the fresh equity shares.

5. SHARE TRANSFER

Shares of a company are transferable in the manner provided by the articles of the company. The voluntary handing over of the rights of a company member to any person wishing to be a company member is called transfer of shares. Following are the procedures involved in share transfer:

    1. Obtain the transfer deed in the prescribed form i.e., Form SH-4.
    2. Execute the share transfer deed duly signed by the Transferor and Transferee.
    3. Stamp the share transfer deed as per the Indian Stamp Act and Stamp Duty Notification in force in the State.
    4. Have a witness sign the share transfer deed with his/her signature, name and address.
    5. Attach the share certificate or allotment letter with the transfer deed and deliver the same to the Company.
    6. Issue new share certificate in the name of the transferee.

6. MOA AMENDMENT FOR A PRIVATE LIMITED COMPANY

It requires a special resolution at the shareholders’ meeting to bring about changes to the Memorandum of Association (MOA) of a company. The process is complex and extensive. Following are the alterations requiring MOA Amendment:

    1. Altering name of the company
    2. Transferring registered office to another state
    3. Altering objects clause (Not applicable for private limited companies)
    4. Altering liability clause
    5. Altering the capital clause
    6. Altering the authorized capital

7. ANNUAL FILING: LIMITED LIABILITY PARTNERSHIP

Compliance requirements for Limited Liability Partnerships are lesser when compared to Private Limited Companies. However, non-compliance can incur heavy penalties Limited Liability Partnerships are required to file returns periodically for maintaining compliance. Annual Returns are to be filed in the prescribed Form-11, by 30th of May every year. Limited Liability Partnerships must also mandatorily file the income tax return as well, every year.

8. ANNUAL FILING: COMPANY

Annual accounts and returns disclosing the details of its shareholders, directors, etc., need to be filed by Private Limited Companies. The returns are filed with the companies’ registrar. As a part of the annual filing, companies must file Form MGT-7 within 60 days of holding the annual general meeting. Form AOC-4 is to be filed by Private Limited Companies within 30 days of the annual general meeting.  Form AOC-4 must be accompanied with balance sheet, the statement of profit and loss account and Director report.

9. FILING FOR ONE PERSON COMPANY

One Person Companies are required to make annual filings with ROC, within 180 days from the closure of the financial year. Following details are to be furnished while filing annual returns:

    • The Balance Sheet of the Company
    • Profit & Loss Account
    • OPC Compliance Certificate
    • Registered Office Address
    • Register of Member
    • Shares and Debentures details
    • Debt details
    • Information about the Management of the Company.
    • Shareholding structure of the Company
    • Changes in Directorship
    • Details of transfers of securities

10. WINDING UP LIMITED LIABILITY PARTNERSHIP

There are two ways for initiating the winding up of a Limited Liability Partnership.

    1. voluntarily
    2. by a tribunal

The process of wining up of a Limited Liability Partnership are regulated by Section 63,64 and 65 of the LLP Act,2008.

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