COMPANY NAME CHANGE
For any reason, if you wish to change your company name, there’s a defined procedure to be followed. The step-by-step procedure of changing a company name is
Passing A Board Resolution
Checking the Name Availability
Appropriate changes to the AOA and MOA
Applying to the Registrar
Issuance of new Certificate of Incorporation
CHANGE OF REGISTERED OFFICE
The registered office of a company is a place to which all official communications pertaining to a Company is sent. Any change of address of Registered Office must be notified to the Registrar of Company (ROC) within 15 days.
Depending on where the office is being moved, necessary amendments need to be made. The company may also need to pass a resolution and place an advertisement in the newspaper indicating the change.
Change of Registered Office with a Different ROC but Same State:
Obtain Approval from Regional Director (RD)
File confirmation within 60 days with RoC
Receive confirmation from ROC within 30 days of filing
Change of Registered Office to Another State:
Pass special resolution for amendment in MOA
Obtain approval from central Government with necessary documents
Obtain and register approval from center
Issuance of new Certificate of Incorporation
SHARE TRANSFER
As real owners of the Company, shareholders have limited liability towards the company. Transfer of shares has the effect of a change in ownership, before being made available to the public.
Share transfer in a private limited company is usually restricted, subject to a relevant provision in the Articles of Association. To initiate the share transfer procedure, the following steps must be followed:
Review of AOA – primarily and most importantly.
Written notice to director of company.
Determine Price of shares to be made available to directors.
Notice to shareholders about availability
ADD DIRECTOR
Appointment of an additional director may be required for different business requirements. The person appointed must be eligible as per the relevant clauses in the Articles of Association.
Mandatory requirements for director appointment are
Valid Digital Signature Certificate (DSC)
Director Identification Number (DIN)
Consent Letter from the proposed Director
Once the appointment letter has been issued, the Company must file Form DIR-12 to the Registrar of Companies.
REMOVE DIRECTOR
Depending on circumstances, a director may have to resign or he may have to be removed from the board of directors. Procedure for Director Resignation and Director removal will be different.
A Director can resign from a company by giving a notice. Board is required to file a relevant form with ROC within 30 days thereof. A Director is also required to file form DIR11 with ROC.
INCREASE AUTHORIZED CAPITAL
Authorized Capital is the amount mentioned in the capital clause of the MOA. If the company is looking to infuse more capital to expand its business operations or to issue shares, the capital clause has to be amended in MOA & AOA, and a special resolution needs to be passed at a general meeting.
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