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Company Law Services

   ■  Company name change

  •  A company can change its name whenever it wants to. However, the name change should be as per the regulations and procedures of company laws. The law prescribes that the name change needs the approval of shareholders by a resolution with 3/4th majority and an approval by the Government of India.
  •   Company name is changed when there is a change in the business activity or there is a new brand name or as per government order.

           ■  Procedure to change name is:

  •  File an application with the ROC for the new name.
  •  Draft the required documents for the name change.
  •   The documents have to be vetted by professionals.
  •   Filing the vetted documents with the ROC.
  •  Getting the name approval.

  ■  Director changes

  •  Director changes can be in case of appointment or in case of resignation.
  •  A director of a company can be appointed by the board if authorized by the articles of the company or by shareholders at the General Meeting. The new director need not be a shareholder in the company. The appointment of a director shall be as per the provisions of company and laws and regulations.
  •   Similarly, if a director resigns from the company, and if he/she holds any shares in the company, he/she must transfer the shares to the new director or existing shareholders (who may be a director).

   ■   Transfer or Transmission of shares

  •    In a public company, shares are freely transferable. However, in a private company, there can be restrictions for share transfer as per the Articles.
  •   Before the transfer of shares, one must look into the provision of articles regarding restrictions. Usually, the provisions in the articles mandate that the shares must be offered to existing shareholders.
  •   The other case is transmission of shares. It happens in case of death of a shareholder. In that case, his/her shares will be vested with legal heirs. The board can then execute transfer to legal heirs subject to documentation, etc.

   ■   Registered office change

  •  Registered Office refers to the official correspondence address of the company or its principal place of business.
  •  In the course of business, the company may be required to change its registered office for many reasons. It may be due to shifting operations from one place to another, shifting offices within the same city, etc. Since a company is an entity, every change requires compliance with laws and filing of documents.
  •  Changing the registered office can be under any of the following:
  •   Within the same city
  •   Within the same state, but from one city to another city
  •   Within the same state, but from one city to another city in two different ROC jurisdictions
  •  Between two different states

   ■   Amendment to AOA

  • A company can amend the provisions in the Articles of Association subject to compliance with company law provisions. Clauses in Articles of a company can be amended by passing a special resolution at a meeting of shareholders and filing the necessary documents with the ROC.
  • A company may be required to amend its Articles of Association to delete or add regulations to suit its business.

   ■   Amendment to MOA Object Clause

  •      A company is only authorized to conduct business activities provided in objects clause of the company’s MOA. Any business outside the scope of the activities in the MOA is illegal and beyond the power of the company. However, company laws allows it to alter its activities by adding or deleting objects in the MOA.
  •   At the time of incorporation, the usual practice is to indicate one or two businesses that the promoters propose to be engaged in. Subsequently, the company may look at other activates. This is possible by adding new activities in the objects of the company. Sometimes, it may require removal of some activities; this is possible by deleting or redrafting the objects clause of the MOA.

   ■   Increase of authorised capital

  •   A company can increase its authorized capital by following the prescribed procedures under company laws. It involves passing necessary resolutions by shareholders and filing documents with the ROC. The registration fee payable to the ROC depends on the authorized capital of the company.
  •  The increase in authorized capital involves amending the company’s MOA. In certain cases, the Articles of Association (AOA) of the company also contains the authorized capital clause. In such cases, the respective clause in the AOA also needs to be changed for every increase in capital.

   ■   Annual filing services

  •   Every company needs to prepare a profit and loss account and balance sheet and get the same audited by the company auditor at the end of every financial year (usually 31st March). The Board of Directors has to prepare a Directors Report with specified information and has to forward the report to shareholders along with audited accounts. They will also have to call for an Annual General Meeting (AGM) of shareholders for adoption of accounts within 6 months from the date of closing of accounts.
  •    The company shall file a copy of the balance sheet, profit and loss accounts, auditor’s report, director’s report and Secretarial Compliance Certificate, if required, with the ROC within 30 days after the AGM.
  •    Every year, a company shall file annual returns with the ROC within 60 days of the AGM containing the particulars such as address of registered office, register of its members, register of its debenture holders, shares and debentures, indebtedness, members and debenture holders, past and present, and directors, managing directors, past and present.