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Change Services

Compliance change services ensure that your business adheres to legal and regulatory requirements while adapting to operational changes. These services cover important adjustments like adding or removing directors or partners, changing office addresses, increasing authorized capital, and amending key documents such as the Memorandum and Articles of Association (MOA/AOA). Ensuring compliance during such transitions helps maintain the legal structure and stability of your business, minimizing risks and enabling smooth growth.

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A company’s Memorandum of Association (MOA) and Articles of Association (AOA) are key documents that define its scope, governance structure, and operational framework. Amendments to these documents may be required due to changes in the business structure, objectives, or regulatory requirements. It’s crucial that any changes are properly documented and filed to remain compliant with the Companies Act, 2013.
Legal and Compliance Considerations
  1. Board Approval: Any amendment to the MOA or AOA must be approved by the company’s board of directors and shareholders through a special resolution.
  2. Filing with ROC: Submit **Form MGT-14** to the Registrar of Companies (ROC) within 30 days of passing the special resolution to reflect the amendments made to the MOA/AOA.
  3. Amendment Types: Common amendments include changes in the company’s name, registered office, capital structure, or business objectives, all of which must be reflected in the MOA and AOA.
  4. Stamp Duty: Depending on the type of amendment, stamp duty may be applicable, which must be paid during the filing process.
How We Assist
At RadicalCA, we streamline the process of amending and printing your MOA/AOA, ensuring full compliance with legal regulations:
  • Drafting and approving the required board resolutions and special resolutions for the amendments.
  • Filing **Form MGT-14** with the ROC for approval of the changes.
  • Ensuring that the MOA/AOA amendments align with the company’s new objectives or structural changes.
  • Assisting with printing updated copies of the MOA/AOA for official use, as required by law and stakeholders.
Suggested Services
  • Periodic MOA/AOA Review: Reviewing the MOA and AOA periodically to ensure they remain aligned with the company’s evolving goals and compliance needs.
  • Legal Consultation: Offering legal consultation on the implications of proposed changes in the MOA/AOA to avoid potential future disputes.
Directors play a crucial role in the governance and decision-making processes of any company. From providing strategic direction to overseeing compliance, the board of directors ensures the company runs smoothly and in accordance with the law. At times, businesses may need to add new expertise to their board by appointing a director or replace existing ones by removing directors. Ensuring that these transitions comply with the Companies Act, 2013 is vital to maintaining legal and regulatory compliance.
Legal and Compliance Considerations
  1. DIN Requirement: Directors must have a valid Director Identification Number (DIN). Any changes to the director’s details must be updated by filing Form DIR-6 with the ROC.
  2. Minimum Number of Directors: A private company must have at least two directors, while a public company must have at least three. The removal or resignation of a director should not result in the company breaching this legal requirement.
  3. Filing Deadlines: All forms, such as DIR-12, must be filed with the ROC within 30 days of the appointment or resignation/removal of a director.
  4. Director’s Shareholding: A director is not required to hold shares in the company. However, if the outgoing director holds shares, the company must clarify whether they will retain those shares after resigning.
How We Assist
At RadicalCA, we provide comprehensive services to assist with the smooth transition of directors, ensuring your company remains compliant with the Companies Act. Our services include:
  • Preparing and filing all necessary forms with the ROC.
  • Drafting resolutions for board and general meetings.
  • Legal advice on maintaining compliance with the company’s governance structure.
  • Ensuring timely filing of forms like DIR-12 and DIR-6.
  • Helping foreign nationals obtain DIN and fulfill directorship requirements.
Suggested Services
  • Due Diligence: Conducting background checks for new directors.
  • Role Transitions: Assistance in ensuring smooth transitions of responsibilities between incoming and outgoing directors.
In an LLP (Limited Liability Partnership), partners are responsible for managing the business and sharing profits. However, the partnership structure may evolve, requiring the addition or removal of partners. Ensuring this change is done legally and promptly is essential for the continued compliance of the LLP.
Legal and Compliance Considerations
  1. Filing Requirements: LLPs must notify the Registrar of Companies (ROC) within 30 days of any partner being added or removed by filing Forms 3 and Form 4.
  2. Amendment of LLP Agreement: The LLP Agreement must be updated to reflect any changes in the partnership structure, including the roles, responsibilities, and profit-sharing ratios of the partners.
  3. Minimum Partners: An LLP must have at least two partners. The removal of a partner should not cause the number of partners to fall below this legal requirement.
  4. Tax Implications: The addition or removal of partners may impact tax liability and profit-sharing, so it’s crucial to consider the financial implications.
How We Assist
At RadicalCA, we help ensure that adding or removing partners in your LLP is compliant with the LLP Act. Our services include:
  • Preparing and filing all necessary forms with the ROC.
  • Drafting amendments to the LLP Agreement.
  • Legal consultation on the rights and duties of new or outgoing partners.
  • Ensuring timely submission of Forms 3 and 4 to the ROC.
Suggested Services
  • Partner Role Transition: Facilitating the transfer of roles and responsibilities within the LLP.
  • Financial and Tax Advice: Helping partners understand the tax implications of changes in the partnership.
As businesses grow, the terms of the LLP Agreement may need to be modified to reflect changes in roles, profit-sharing ratios, or business strategy. Amending the LLP Agreement ensures that the operational framework remains aligned with current business goals.
Legal and Compliance Considerations
  1. Board Resolution: Any amendments to the LLP Agreement must be agreed upon by all partners and approved via board resolutions.
  2. Filing with ROC: File Form 3 with the Registrar of Companies (ROC) within 30 days of the amendment.
  3. Impact on Business Operations: The amended agreement should accurately reflect the structure and operations of the LLP, including new partner roles and profit-sharing models.
  4. Financial and Legal Review: It’s crucial to review how changes may impact the LLP’s finances, tax liabilities, and legal standing.
How We Assist
We offer comprehensive support for modifying your LLP Agreement to ensure compliance and alignment with your business’s current needs:
  • Drafting and filing the amended LLP Agreement.
  • Coordinating with partners to ensure consensus on proposed changes.
  • Filing Form 3 with the ROC to record the amendment.
  • Providing a detailed financial and legal impact analysis.
Suggested Services
  • LLP Agreement Review: Periodic reviews to ensure the LLP Agreement remains relevant and compliant.
  • Consultation on Dispute Resolution: Guidance on how to resolve conflicts between partners when amending the LLP Agreement.
A company or LLP may need to change its Registered Office due to expansion or relocation. It’s essential to update this information with the Registrar of Companies (ROC) and ensure that legal compliance is maintained throughout the transition.
Legal and Compliance Considerations
  1. Board Approval: A board resolution must be passed to authorize the change in the registered office address.
  2. Filing with ROC: File Form INC-22 (for companies) or Form 15 (for LLPs) within 30 days of the change.
  3. Local Jurisdiction Compliance: If the new office is in a different state or jurisdiction, the MOA (Memorandum of Association) may need to be amended, and approval from shareholders or partners may be required.
  4. Notices to Stakeholders: Notify relevant stakeholders, government bodies, and vendors about the change in address to avoid disruptions.
How We Assist
We manage the entire process of changing your registered office address, ensuring compliance with all regulations:
  • Preparing and filing Form INC-22 or Form 15.
  • Drafting resolutions for board and shareholder meetings.
  • Assisting with amendments to the MOA (if necessary).
  • Ensuring that all regulatory and tax authorities are updated with the new address.
Suggested Services
  • Business Continuity Planning: Helping ensure a seamless transition during the move.
  • Compliance Checklist: A comprehensive checklist of actions required after changing the registered office.
To raise capital by issuing new shares, a company must increase its Authorized Capital. This requires shareholder approval and filing the necessary documents with the Registrar of Companies (ROC).
Legal and Compliance Considerations
  1. Shareholder Approval: A board meeting must be convened, and a special resolution passed by shareholders to approve the increase in authorized capital.
  2. Filing with ROC: Submit Form SH-7 to the ROC within 30 days of passing the resolution.
  3. Amendment of MOA: The company’s Memorandum of Association (MOA) must be updated to reflect the new authorized capital.
  4. Tax Implications: Increasing the company’s capital may have tax and accounting consequences, so it’s important to consult a financial advisor.
How We Assist
We provide end-to-end services for increasing your authorized capital, including:
  • Drafting and filing the special resolution.
  • Amending the MOA to reflect the new capital structure.
  • Filing Form SH-7 with the ROC.
  • Providing financial consultation on the impact of capital increases.
Suggested Services
  • Capital Structure Consultation: Advising on the best way to structure your company’s capital for future growth.
  • Investor Relations Support: Helping communicate the capital increase to existing and potential investors.

A Director Identification Number (DIN) is a unique identification number allotted to individuals intending to become directors of a company. Any changes in the details of the director or surrender of the DIN due to disqualification, resignation, or any other reason must be updated with the Registrar of Companies (ROC) to ensure legal compliance.

Legal and Compliance Considerations
  1. Change in Director Details: Any changes in the personal details of a director, such as name, address, or contact information, must be updated with the ROC by filing **Form DIR-6**.
  2. Surrender of DIN: If a director resigns, is disqualified, or no longer requires the DIN, **Form DIR-5** must be filed to surrender the DIN, provided it has not been used in any active directorship.
  3. Disqualification or Removal: If a director becomes disqualified under the Companies Act, 2013, their DIN must be surrendered. The company must ensure compliance with the necessary legal steps.
  4. Filing Deadlines: All changes related to the DIN must be filed within 30 days of the event, whether it’s a change of details or surrender of the DIN.
How We Assist

At RadicalCA, we help ensure that changes or surrender of DIN are handled efficiently and in compliance with the Companies Act:

  • Assisting with filing **Form DIR-6** for updating director details.
  • Preparing and submitting **Form DIR-5** for DIN surrender.
  • Providing legal consultation on the disqualification or resignation of directors.
  • Ensuring timely submission of all necessary forms to the ROC.
Suggested Services
  • DIN Compliance Review: Conducting periodic reviews to ensure that director details are up to date with the ROC.
  • Director Role Consultation: Assisting in managing the transition and responsibilities when a director resigns or is disqualified.
Share transfer and transmission are crucial processes in the life cycle of a company. Share transfer involves voluntarily transferring ownership of shares between individuals, while transmission refers to the automatic transfer of shares due to events such as death, insolvency, or inheritance. Both processes must comply with legal and regulatory requirements.
Legal and Compliance Considerations
  1. Share Transfer Procedure: Shareholders voluntarily transferring their shares must execute a share transfer deed (Form SH-4), which is then submitted to the company for approval. The company updates the share register accordingly.
  2. Share Transmission Procedure: In case of death or insolvency, shares are automatically transferred to legal heirs or representatives. The process requires submission of legal documents like a death certificate or probate, and the company must update its records.
  3. Board Approval: The board of directors must approve both the transfer and transmission of shares, ensuring that all legal documents are in order and that the company’s shareholding structure is updated.
  4. Stamp Duty: Payment of stamp duty is mandatory for share transfers based on the value of the shares being transferred.
How We Assist
At RadicalCA, we provide seamless support for both share transfers and transmissions, ensuring compliance with all regulatory requirements:
  • Drafting and executing the share transfer deed (Form SH-4).
  • Assisting with the necessary legal documents for share transmission, such as death certificates or probate.
  • Ensuring that the share transfer or transmission is approved by the board of directors.
  • Updating the company’s share register and filing all required forms with the Registrar of Companies (ROC).
Suggested Services
  • Shareholding Compliance Review: Conducting periodic reviews to ensure that the company’s shareholding records are up to date.
  • Legal Support for Disputes: Providing guidance in case of disputes related to share transfer or transmission, including mediation or legal assistance.

A company’s or LLP’s name represents its identity and brand. Changing the name of a company or LLP can be a strategic decision to reflect new business directions, mergers, or rebranding efforts. This process involves legal steps and approvals to ensure compliance with regulatory requirements.

Legal and Compliance Considerations
  1. Board Approval: A board resolution must be passed to approve the name change, and shareholders or partners must consent to the decision, especially in the case of a company.
  2. Name Availability Check: The proposed new name must be checked for availability through the Ministry of Corporate Affairs (MCA) portal to ensure it is not already in use by another entity.
  3. Filing with ROC: Submit **Form INC-24** (for companies) or **Form 5** (for LLPs) to the Registrar of Companies (ROC) along with the necessary resolutions and approval documents.
  4. Amendment of MOA/AOA or LLP Agreement: The company’s **Memorandum of Association (MOA)** and **Articles of Association (AOA)**, or the LLP Agreement, must be amended to reflect the new name.
How We Assist

We provide comprehensive services to help you seamlessly change your company or LLP’s name, ensuring legal compliance at every stage:

  • Assisting in drafting board resolutions and shareholder or partner approvals.
  • Conducting the name availability check on the MCA portal.
  • Filing **Form INC-24** or **Form 5** with the ROC for official name change approval.
  • Amending your company’s **MOA/AOA** or LLP Agreement to reflect the new name.
  • Updating your name with banks, tax authorities, and other stakeholders.
Suggested Services
  • Brand Repositioning Support: Guidance on rebranding efforts, including legal and marketing considerations after a name change.
  • Compliance Updates: Ensuring that all stakeholders, including tax authorities, banks, and clients, are notified of the name change.
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To surrender a Director Identification Number (DIN), the director must file Form DIR-5 with the Registrar of Companies (ROC). The form must include a declaration stating that the DIN has not been used in any company for filing purposes. Once approved, the DIN will be deactivated, and the individual will no longer be eligible to act as a director.

Yes, a company can increase its authorized capital multiple times as it grows, provided it obtains the approval of its shareholders each time. The company must pass a special resolution, file Form SH-7 with the ROC, and amend its MOA accordingly. Each increase is subject to compliance with the Companies Act and payment of applicable stamp duty.

Companies often change their registered office due to business expansion, entry into new markets, or cost savings. A move may also be prompted by a desire for a more prestigious address or better infrastructure. The new address must be updated with the ROC within 30 days using the appropriate forms to maintain compliance.

The process of amending the MOA/AOA typically takes 3-4 weeks, depending on factors such as the complexity of the changes, the speed at which board and shareholder approvals are obtained, and the processing time at the ROC. In some cases, delays may occur if additional documents or approvals are required.

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When a company undergoes a merger or acquisition, amendments to the Memorandum of Association (MOA) or Articles of Association (AOA) are necessary to reflect changes in ownership, objectives, or structure. This process involves passing a special resolution, filing the changes with the Registrar of Companies (ROC) through Form MGT-14, and updating all relevant legal documents to ensure compliance with the Companies Act.

For the transmission of shares in the case of the death of a shareholder, the legal heir must provide documents such as a death certificate, probate (if applicable), or a succession certificate. The company will then process the transmission by updating the share register and ensuring that the proper documentation is filed with the ROC.

Share transfer is a voluntary action initiated by a shareholder to transfer ownership, typically involving a share transfer deed. Transmission, however, occurs automatically due to events like death or insolvency and does not require a deed. Instead, legal heirs or representatives provide necessary documents like a death certificate for the transmission to be processed.

If the proposed name for your company or LLP is already taken or too similar to an existing registered entity, the Ministry of Corporate Affairs (MCA) will reject the name application. In such cases, the company must choose an alternative name that complies with MCA guidelines. It is essential to conduct a name availability search before filing the change request.

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