Company changes and alterations on the MCA register

Law

Companies Act 2013, Sections 12, 13, 14, 61, 62, 152, 168

Usual time limit

30 days from the resolution or event

Late fee

Additional fee per day of delay

Authority

ROC and Regional Director

Changing the registered office

The procedure depends on how far the office moves:

INC-22 needs proof of the new address, a utility bill not older than two months, and a no-objection letter from the owner. An inter-state shift takes the longest because creditors, employees and the state government can object; it also triggers fresh GST registration in the new state and updates to PAN, bank and licence records.

Changing the company name

1. Name reservation: the new name is reserved through the RUN service on the MCA portal, subject to the same naming rules as at incorporation.
2. Board meeting and general meeting: the board approves and calls a general meeting, where a special resolution under Section 13(2) alters the name clause of the MOA.
3. MGT-14: the special resolution is filed within 30 days.
4. INC-24: the application for approval of the change of name is filed with the altered MOA and AOA.
5. Fresh certificate: the ROC issues a fresh certificate of incorporation in the new name. The change is effective only from that date.

A company that has not filed its annual returns or financial statements, or has defaulted in repaying deposits or debentures, cannot change its name until the default is cured. For two years after the change, the company must show its former name along with the new name on its letterheads and documents. A new name that conflicts with a registered trademark can also be challenged, so we run a trademark check first.

Appointing, resigning and removing directors

• Appointment: the board can appoint an additional director under Section 161 if the articles allow, who holds office until the next AGM, where the members regularise the appointment. The appointee gives consent in DIR-2 and must hold a DIN. The company files DIR-12 within 30 days.
• Resignation: the director gives written notice; the company files DIR-12 within 30 days, and the director may file DIR-11. The resignation takes effect from the date the company receives notice or a later date stated in it.
• Removal: under Section 169, shareholders can remove a director by ordinary resolution after special notice, with the director given an opportunity to be heard.

A private company must have at least two directors and at least one director resident in India at all times. If a resignation takes the board below the minimum, a replacement must be appointed first, or the company is unable to file most forms.

Increasing authorised capital and allotting shares

Authorised capital is the ceiling on shares a company can issue. To issue more shares beyond it, the company first increases it under Section 61, by ordinary resolution of shareholders where the articles permit (otherwise the articles are altered by special resolution first), and files SH-7 within 30 days with the altered MOA. The ROC fee and stamp duty on the increase depend on the amount of the increase and the state.

Shares are then issued through one of the routes in the Act:

• Rights issue to existing shareholders in proportion to their holding under Section 62(1)(a).
• Private placement to identified persons under Section 42, with a special resolution, an offer letter in PAS-4, money received in a separate bank account, and allotment within 60 days of receiving it. A valuation report is needed for preferential allotment.
• ESOPs and sweat equity under their own rules.

The return of allotment is filed in PAS-3 within 30 days of allotment. Share certificates must be issued within two months, and companies required to hold shares in dematerialised form must credit them in demat. Foreign investment adds FEMA reporting with the RBI.

Altering the object clause and the articles

A company may do only what its MOA objects allow. To start a new line of business, it alters the object clause under Section 13(1) by a special resolution and files MGT-14 within 30 days with the altered MOA. The change takes effect once the ROC registers it. Companies with older MOAs often have long lists of main, ancillary and other objects that should be rewritten in the current format at the same time.

The articles of association are altered under Section 14, also by special resolution and MGT-14. Common reasons are investor rights, transfer restrictions, or adopting the latest model articles. Converting a private company into a public company also alters the articles; see private to public conversion.

Other changes that need a filing

• Share transfers: executed on Form SH-4 with stamp duty paid and approved by the board. No ROC form is filed for the transfer itself, but the register of members and the next annual return must reflect it.
• Charges: a loan secured on company assets is registered in CHG-1 within 30 days of creating the charge, and its satisfaction in CHG-4 when repaid. An unregistered charge is not valid against a liquidator or other creditors.
• Change of auditor: a resigning auditor files ADT-3, and the casual vacancy is filled by the board within 30 days with ADT-1 filed for the new auditor.
• Key managerial personnel: appointment or resignation of a company secretary, CFO or managing director is filed in DIR-12, and some appointments also need MGT-14.

Changes in an LLP, and filing on time

LLPs have their own forms: Form 3 for changes to the LLP agreement, Form 4 for admitting or removing partners, and Form 15 for a change of registered office, generally within 30 days of the change. A change of LLP name follows a reservation and Form 5.

For both companies and LLPs, forms filed late attract additional fees that increase with the delay, and some changes cannot be filed at all while annual filings are pending. Bring your annual compliance up to date first, then file the change.

Documents you need

Depending on the change, we will need:

• Certificate of incorporation, MOA and AOA
• Board and shareholder resolutions (we draft these)
• Proof of new registered office and owner's no-objection letter
• Consent in DIR-2, DIN and ID proofs of incoming directors
• Resignation letter of outgoing directors
• List of allottees with PAN, address and amount paid, and bank statement
• Valuation report for preferential allotment
• Digital signature of an authorised director

How we handle it for you

1. Understand the change

   We confirm which approvals, resolutions and forms the change requires.

2. Check filing status

   Pending annual filings or defaults that could block the change are identified.

3. Draft documents

   Notices, resolutions, altered MOA and AOA and other papers are prepared.

4. File with ROC

   MGT-14, INC-22, INC-24, DIR-12, SH-7 or PAS-3 are filed within 30 days.

5. Update records

   Registers, PAN, GST, bank and licence records are updated after approval.

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