Company Solutions

Name Change Of Company

Section 13 of the Companies Act 2013 and Rule 8,9 and 29 of the Companies (Incorporation) Rules, 2014 specifically contains the provisions relating to change of name of company.

According to Section 13(1) and 13(2), the company can change the name of the company by altering the memorandum by passing special resolution in the general meeting. Also change of name shall not have effect unless the approval of Central Government is taken. Approval of Central Government is not required when name of the company is changed consequent to conversion of Public co. into Private Co. or vice versa i.e addition of the word Private at the end or deletion of that.

The process of change shall be completed only when the Registrar enter the new name in the Registrar of Companies and issue a fresh certificate of incorporation consequent to change of name having a date from which the new name shall come into effect.

Key deliberations

Company has not defaulted in filing of Annual Returns or Financial Statement or any other document due for filing with the Registrar. [Rule 29(1) of Companies (Incorporation) Rules, 2014]
Company has not defaulted in repayment of matured deposits or debentures or interest on deposits or debentures. [Rule 29(1) of Companies (Incorporation) Rules, 2014]
If any Company has changed its activities which are not reflected in its name, it shall change its name in line with its activities within a period of six months from the change of activities. [Rule 8(3) of Companies (Incorporation) Rules, 2014]
The names released on change of name by any Company shall remain in data base and shall not be allowed to be taken by any other Company including its group company for a period of three years from date of Change subject to specific direction from Tribunal in course of merger or reconstruction or demerger. [Rule 8(8) of Companies (Incorporation) Rules, 2014]
Power of Central Government u/s 13(2) has been delegated to Registrar of Companies.
Company Solutions

Change Of Registered Office Of Company

The Registered office of a company or an LLP is the principal place of business activities, where all official communication and reminders will be sent. The registered address of the company must always be an effective address for receiving necessary communications, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly.

Modes to change registered office:

From one place to another within limits of the same city or town.
Place outside local limits but within the same state under the jurisdiction of the same ROC.
Change in office from the jurisdiction of one ROC to that of another.
One state to another.
To change a registered office within local limits, town or village, a notice of change has to be given to the respective registrar within 30 days of such change. In case the registered office is to be changed from one village, town, city to another within a state then, a special resolution is required to be passed.

But when the registered office is to be changed from one state to another then along with a special resolution confirmation from company law board is required. In addition to this, an advertisement in newspaper proposing the change and notice to state government is to be given. Refer to our detailed process for change in registered address.

Company Solutions

Appointment Of Director

Minimum Number of Directors Required in Company:

Minimum two directors in case of Private Limited Company.
Minimum three directors in case of Public Limited Company.
In the case of one-person Company minimum one director.
Maximum number of directors should be 15 and if any company wants to appoint more than 15 directors then necessary approvals are required from the authoritied

Further, every Company should have one Resident Director (i.e a person who has stayed in India for at least 182 days in India in the previous calendar year.)

Apply for DSC: For appointment of directors DSC is must so 1st step is to have DSC.
Apply for Din: A person must have DIN i.e. Director Identification Number which can be obtained online by filing DIR -3 on MCA.
Documentation Preparation: A letter in writing stating his consent as Director; A letter in writing to the effect that the person is not disqualified to be appointed as Director as specified under Law; Disclosure of Interest in Other Companies (shareholding pattern); if any, else a NIL disclosure is sufficient.
Company Solutions

Resignation Of Director

The Director intending to resign shall send notice in writing to the Company. The resignation of a director shall take effect from: The date on which the Notice Is Received by the company or. The Date, If Any, Specified by The Director in the notice, whichever is later

The duty of Company in case of Resignation by Director As per section 168 (1):

A director may resign from his office by giving a notice in writing to the company and the Board. The company shall on receipt of such notice:

Take note of the same by passing a board resolution to that effect and
As per Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014 the company shall intimate the Registrar through Filing of Form DIR-12 within 30 days from the effective date of resignation on its website if any.
The company is also required to place the fact of such Resignation in the Report of Directors laid in the immediately following general meeting by the company.
Company Solutions

Increased Authorized Capital of the Company

Check whether the company prima-facie authorised by the Articles of association to increase the share capital if it does not authorise the proceedings are to be completed with the objective of altering them.
To convene the board meeting for enabling the board to call for extraordinary general meeting (if not passed at Annual General Meeting) to get approval from the shareholders for increasing the authorised share capital.
Call for an extraordinary general meeting of the shareholders of the company by sending a notice with clear agenda, explanatory statements and the resolutions to be passed to alter the Memorandum of Association and Articles of Association which are to be altered for the purpose of increasing the authorised share capital.
Pass the resolutions for increasing the authorised share capital of the company and corresponding alterations in Memorandum of association and Articles of Association by special resolution.
Authorise the board to file necessary forms and resolutions with ROC having jurisdiction.
Filing the e- form SH7 with Roc by paying the requisite fee.
Company Solutions

MOA Amendment

Things to remember while altering/ Amending/ Changing Memorandum of Association (MOA) or Articles of Association (AOA) under Companies Act’2013.

This article contains important points to remember when altering/changing the MOA and AOA of a Company.
Memorandum of association contains following clauses:

Name of the Company,
State of India where registered office of the company is situated,
Main objects of the Company and matters considered necessary in furtherance thereof,
Liability of members of the company; and
Authorised share capital of the company.

Every alteration in the MOA will be made only in these clauses, either in all or any of these clauses. Therefore the situations under which the MOA needs to be altered are:

Change in the name of the Company.
Change of registered office of the Company.
Change in Object Clause of the company.
Change in authorised capital of the company.
Change in the liability of the members of the company.

What is the procedure for alteration/Change in MOA under Companies Act 2013

Alteration in the Memorandum of Association can be made by following the procedure under section 13 of the Companies Act’2013.
This section is applicable to all companies.
Hold board meeting to recommend the proposal for members’ consideration by passing special resolution.
Give notice of Extraordinary general meeting in which special resolution is to be passed. The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
Since alteration of the memorandum is a special business therefore an explanatory statement u/s 102 of the Companies Act’2013 shall be accompanied with the notice of the meeting in which special resolution is to be passed.
Special resolution: For alteration of any of the clauses of memorandum of association, except the capital clause, consent of members by way of special resolution is required. However, in case of alteration of authorised share capital, consent of members by way of ordinary resolution as stated in section 61 is required.
The company is required to file special resolution passed by shareholders for alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution.
A certified copy of the special resolution alongwith notice and explanatory statement of the general meeting in which resolution is passed and the altered memorandum and articles are to be attached as attachments to the form MGT-14. Copy of approval from the central govt. filed with the registrar in case of change in name and registered office clauses of the memorandum.
Alteration made under section 13 shall not have any effect until it has been registered.
Company Solutions

Winding Up of Company

Winding up of a company is the process through which life of a company comes to an end and its property is administered for the benefit of its members & creditors. An Administrator, called a liquidator is appointed and he takes control of the company, collects its assets, pays its debts and finally distributes any surplus among the members in accordance with their rights. Section 270 of the Companies Act 2013, lays down the procedure for winding up of a company. It provides two ways of winding up-

By the tribunal

As per Companies Act 2013, a company can be wound up by a Tribunal, if it is unable to pay its debts.
The company has by special resolution resolved that the company be wound up by the Tribunal.
It has acted against the interest of the sovereignty and integrity of India, the security of the State, friendly relations with foreign states, public order, decency or morality.
The Tribunal has ordered the winding up of the company under Chapter XIX.
If the company has not filed financial statements or annual returns for the preceding five consecutive financial years.
If the Tribunal is of the opinion that it is just and equitable that be company should be wound up.
If the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purposes or the persons concerned in the formation or management of its affairs have been guilty of fraud or misconduct.

The winding up of a company can also be done voluntarily by the members of the Company, if:

If the company passes a special resolution for winding up of the Company.
The company in general meeting passes a resolution requiring the company to be wound up voluntarily as a result of the expiry of the period of its duration, if any, fixed by its articles of association or on the occurrence of any event in respect of which the articles of association provide that the company should be dissolved.
Company Solutions

Striking Off

Pursuant to the provisions of Companies Act, 2013 there are two modes of strike off as mentioned below:

Grounds of strike Off of a Company under Companies Act 2013:

A company has failed to commence its business within one year of incorporation;
The company is not carrying out any business or Activity for preceding 2 financial years and has not sought the status of Dormant Company under Section 455 of the Act.

Strike off by ROC under Section 248(1) of the Companies Act 2013

The registrar if having a reasonable cause as mentioned above may send notice in Form STK-1 of Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 to the

Company and
all the Directors of the company,

Informing his intention to remove company’s name from the record and request company to send its representations along with supporting documents within thirty days from the date of notice. This process can also be called as Compulsory removal of name from registrar of companies.

Strike off by Company by its own under Section 248(2) of the Companies Act 2013

The company can file an application in E-form STK-2 with Registrar of Companies suo-motto after extinguishing all its liabilities, by special resolution or with the consent of seventy-five percent of the members in terms of paid up share capital, to the Registrar for removing the name of the Company on all or any of the above mentioned grounds.

Company Solutions

Share Transfer

Transfer of shares means transferring title to shares voluntarily, by one party to another party. Whereas, transmission of shares means the transferring title to shares by the operation of law and is initiated by a legal heir.

Transfer of shares has a stamp duty to be paid based on the market value of shares, whereas in the transmission of shares, there is no stamp duty to be paid.

Generally, securities of a company are freely transferable though there may be certain restrictions imposed on the transfer of shares of the private company as provided in their articles. Such restrictions, if any are added to protect the interest of shareholders and other security holders.

Section 56 of the Companies Act, 2013 provides that the transfer of shares of the company and other securities will be registered by a company only when a proper instrument of transfer of shares (share transfer form) is filed as prescribed in the Form No. SH 4.

The SH 4 format for transfer of share needs to be duly stamped, with adequate value, dated and executed by or on behalf of the transferor and the transferee.

Form SH 4 is needed to be sent to the company by the transferor or the transferee of the shares within sixty days from the date of execution of share transfer agreement along with the share transfer certificate or certificate relating to securities. In case there is no such share transfer certificate, the application for transfer of shares must be sent along with the letter of allotment of securities.

Transfer of shares partly paid shall not be registered by the company unless a notice in the form SH 5 has been issued to the buyer of shares and has obtained a No Objection Letter from the buyer within two weeks from the date of receipt of a notice.

Companies Act, 2013 provides that share transfer form has to be duly stamped with adequate value and should be dated and cancelled as in accordance with section 12 of the Indian Stamp Act when the share transfer form is to be sent to the board of directors.

Stamp duty has to be paid by the seller of the shares. Stamp duty is paid at the rate of Rs 0.25 for every Rs. 100 worth of shares. For stamping purpose in a transfer of shares special adhesive stamps having the word ‘share transfer’ shall be used.

Section 8A of the Indian Stamp Act provides that for the electronic share transfer form the stamping is not needed providing that the stamp duty is paid on the total amount of the shares or securities issued. Stamp duty is also not liable to be paid in case of transfer of registered ownership of share from a person to a depository or from a depository to a beneficial owner.

Company Solutions

Right Issue

Rights issue or rights offer is a dividend of subscription rights to buy additional securities in a company made to the company's existing security holders. When the rights are for equity securities, such as shares, in a public company, it is a non-dilutive pro rata way to raise capital

Right Issue’ means offering shares to existing members in proportion to their existing shareholding. The object is, of course, to ensure equitable distribution of Shares and the proportion of voting rights is not affected by issue of Fresh shares.

Only one pre-emptive right is to be given: It is now well settled that only one pre-emptive offer is to be made which is otherwise (should be ‘either’) to be acceptable or not at all. The existing shareholders are not to be given further pre-emptive rights in respect of those unaccepted shares. Even such first right can be waived or modified

Company Solutions

Search Reports

Search Report as the name suggests is related to a report based on some facts and figures of a particular search. It is a basic Tool for Inspection of Company’s Records in hands of stakeholders specially Banks. The various stakeholders of a company are interested in the matters and activities of a company for their personal benefits as regards investment, repayment etc is concerned. Generally, all documents filed or registered by ROC are available for inspection on payment of prescribed fees. However, there can be exceptions, old documents like profit and loss account of private limited company may be destroyed by ROC hence not available for inspection (Section 206 of Companies Act 2013).