Company Secretarial Services

• Shifting of registered office from one place to another place within the limits of the same city, town or village
• Shifting of registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies
• Shifting of registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State
• Shifting of registered office from one State to another State

Procedure for shifting of registered office from one place to another place within the limits of the same city, town or village

• On record of register office is the primary place for business undertaking. All the official and other business communications addressing to this register office. After fifteen days of incorporation acknowledge notice will be send to the address of registered office of company. All company should verify this registered place within thirty days of incorporation. Shifting of register office may be the business development, convenience of the shareholders or may be the request of consumers.

Steps:

• Board meeting notice send to all directors before 7 days of actual board meeting.
• Board resolution copy also mandatory to attach for this shifting purpose
• Extra ordinary general meeting call upon to decide the shifting along with shareholders
• After their approval on this special resolution authorise director, company secretary and other representatives should sign on this resolution.
• INC-22 should pass with ROC under the functioning the jurisdiction.
• Purchase deed or rent deed should be submitted. If any director own the register office, he/she must issue No Objection Certificate (NOC)
• Board resolution copy also mandatory to attach for this shifting purpose
• Then the extraordinary board meeting conducting to approve the shifting of register office
• For shareholders meeting MGT-14 is the prescribing one it comes with explanatory statement
• Suppose the office own by any of the shareholders as usual NOC certificate filing on behalf him.

These MGT-14, INC-22 and altered Memorandum of Association forms are need to be file within 15 days of passing the resolution.

Procedure for shifting of registered office to a place outside the local limits of the existing place but within the same State under the jurisdiction of the same Registrar of Companies

• Shifting of register office outside city or village local limit but with the same register of companies

Steps

• Board meeting notice send to all directors before 7 days of actual board meeting.
• Board resolution copy also mandatory to attach for this shifting purpose
• Extra ordinary general meeting call upon to decide the shifting along with shareholders
• Purchase deed or rent deed should be submitted. If any director, shareholder or third party own the register office, he/she must issue No Objection Certificate (NOC)
• After their approval on this special resolution authorise director, company secretary and other representatives should sign on this resolution.
• Board resolution copy also mandatory to attach for this shifting purpose
• Then the extraordinary board meeting conducting to approve the shifting of register office
• For shareholders meeting MGT-14 is the prescribing one it comes with explanatory statement
• Suppose the office own by any of the shareholders as usual NOC certificate filing on behalf him.
• These MGT-14, INC-22 and altered Memorandum of Association forms are need to be file within 15 days of passing the resolution.

Every officer in the company is liable for the penalty and violation of law duty. The penalty may exceed thousand rupees for a day delay it not exceed up to one lakh rupees.

Procedure for shifting of registered office to a place from the jurisdiction of one Registrar to that of another Registrar within the same State

• Shifting of register office from one ROC to Other ROC is following with additional filing forms comparing with local limit shifting.

Steps

• Board meeting conducting on shifting one ROC to other ROC.
• Authorise board of director or Company secretary intimate this shifting to regional director through filing form INC-23 It complies diverse requirement for this shifting.
• If the company owned by any board of director, member or other third party must show NOC for such shifting.
• Minimum two authorise directors should declare that the company does not have any due payment to issue the workmen as the same to the creditors of the business progress
• Then extraordinary general meeting conducting with proper explanatory statement regarding this shifting. It issuing to all the shareholders.
• After successfully passing the resolution MGT-14 filing along with the resolution copy.
• If the registering company owned by any member, director or other person of the company should submit their NOC.
• There is no sues to face under this jurisdiction of court
• The manner of shifting is not making any adversary to employees. Such manner is to be acknowledging and intimate to the Chief company secretary of the state.
• Later the confirmation order receiving from the regional director for this shifting process. Same ROC of the company filing with form INC-28
• After receiving confirmation INC-22 filing within 30 days of receiving confirmation.
• Rent agreement or purchase deed of the new register office should submit
• Address depiction of utility bills, order copy from the authority person and new letter head depicting the new address of the company
• Altering memorandum of association, form-INC-23, INC-28 and INC-22 all are the main documents in this procedure.

Procedure for shifting of registered office from one State to another State

Steps:

• Passing the board meeting on shifting the register office from one state to other state.
• Authorise company secretary or authorise director move the alter clause II of memorandum to regional director with which jurisdiction the office is situated
• There is no provisions for creditors, debenture holders and there is no dues to pay on behalf of the shifting company to be declared
• Explanatory statement should submit regarding the shifting of register office along with proxy from, route maps and attendance slip along with SS-2 form
• Extraordinary general meeting held to pass the approval for shifting the register office
• Filing form MGT-14 along with the copy of special resolution and altered memorandum
• It should be file with ROC within 30days of passing special resolution
• Notice should publish in a vernacular newspaper and one English newspaper which circulate in the situated in the city of register office as per form INC-26 filing.
• Prepare a clear list of creditors, debenture holders and employees. It should verify through an affidavit sign through company secretary or any authorise director.
• Additionally, this list signing with Statutory charted Accountant of the company. It complete within 30 days of filing of petition
• Form-INC23 applied to seek shifting permission from the central government.
• This application attached with the detailed copies of
  • Copy of Memorandum of Association and Article of Association
  • Board meeting resolution copy
  • General meeting special resolution copy
  • Affidavit verifying application
  • Copy of newspaper advertisement
  • Affidavit verifying list of employees
  • Auditor and director’s report on company’s balance sheet copy
  • Affidavit proving notice to the chief secretary
  • No objection certification regarding the shifting of register office
• Regional director will confirm the alteration and other terms and condition on such shifting process
• INC-28 filing along with ROC within 30 days from the confirmation of regional director.
• Inc-22 filing along with ROC within 30 days of confirmation of central government. It complies with the proofs of:
  • Lease /rent / purchase agreement in the name of company. It should not older than one month of time period
  • Authorisation of premise owner or occupant to prove it used as a registered office of the company
  • Utility documents like telephone bill, electricity bill and other bills not older than two months.
  • No Objection Certificate from the owner of premise

• Under Section 173(3) of the Companies Act, 2013, issue a notice to convene a board meeting.
• Hold a Board Meeting: The primary aim of the meeting is to secure preliminary approval from the Board of Directors for the conversion and alteration of articles of association, pending Central Government approval. Schedule an Extraordinary General Meeting to obtain shareholder approval. Draft, approve, and issue notices with explanatory statements following the guidelines of Section 102(1) of the Companies Act, 2013, specifying the date and time for the meeting.
• Hold an Extra ordinary General Meeting – Conduct the EGM on the scheduled date as per the Notice to secure shareholder approval for the conversion from public limited to private limited, including the alteration of Articles of Association under Section 14. Following the EGM, the company is required to submit specific e-forms to the Registrar of Companies at various stages. Additionally, post-conversion formalities involve notifying relevant authorities such as Sales Tax, Excise, PAN Change, and updating bank records.

According to Sections 14 and 18 of the Companies Act, 2013, an existing private company can undergo conversion into a public limited company through the prescribed procedures.

• As per Section 173(3) of the Companies Act, 2013, issue a notice to convene a board meeting, ensuring a minimum 7-day notice period. The primary objective is to secure preliminary approval from the Board of Directors for a conversion and alterations to the articles of association, subject to Registrar of Companies' approval. Set the date and time for a General Meeting to obtain shareholder approval, drafting, approving, and issuing notices with explanatory statements following Section 102(1) of the Companies Act, 2013.
• Hold a Extra ordinary General Meeting – Conduct the Extraordinary General Meeting (EGM) on the scheduled date mentioned in the notice to secure shareholder approval for the conversion from a public limited to a private limited company, along with alterations to the Articles of Association under Section 14.
• Subsequent to the EGM, the company must submit specific e-forms to the Registrar of Companies at various stages. Additionally, post-conversion formalities involve notifying relevant authorities, such as Sales Tax, Excise, and PAN Change, increasing the company's capital, and updating bank records.

Whether converting from Public Limited to Private Limited or vice versa, the company must submit an application for the conversion in the prescribed form to the Registrar of Companies. This is in accordance with Rule 33 of the Companies (Incorporation) Rules, 2014.

There are two types of conversion ie Voluntary conversion of OPC to Private/Public limited and Compulsory Conversion of OPC to Private/Public limited.

• Voluntary conversion of OPC to Private Limited or Public Limited:

  An OPC established under the Companies Act, 2013, is not permitted to voluntarily convert to Private Limited before completing two years from its incorporation.

  Following the initial two-year period, the OPC can seek conversion to Private or Public Limited status by submitting an application to the Registrar of Companies. This process is governed by Section 18 and Rule 7(4) of the Companies Act, 2013.

• Compulsory Conversion of OPC to Private / Public Limited and Vice Versa

  According to Rule 7(4) of the Companies (Incorporation) Rules, 2014, if a One Person Company (OPC) has a paid-up capital of Rs. 50 lakhs or more or an annual turnover exceeding Rs. 2 crore, it must compulsorily convert into a Private Limited or Public Limited Company.

  For conversion from Private/Public Limited to OPC or vice versa, under Section 173(3), a board meeting should be called to secure the Board of Directors' approval. The conversion occurs through a special resolution passed in an Extraordinary General Meeting. In the case of an OPC with only one member, as a practical possibility of passing a special resolution is not feasible, recording the decision in the minutes, along with the member's signature, is sufficient. Following this, the company must file the required e-forms, as per the Companies Act, 2013, to formalize the conversion process.

• Call a Board Meeting:
  • Issuing a notice seven days before a board meeting is mandatory to secure directors' approval for changing objectives.
  • Setting the date, time, and venue for the subsequent General Meeting, along with drafting an explanatory statement, are essential steps in this process.
• Convene of General Meeting:
  • Upon amending the object clause, a special resolution is passed under Section 13 of the Companies Act, 2013.
  • Following shareholder approval, our Company Law experts initiate the filing of requisite documents and forms.
  • The final step involves obtaining approval from the Registrar of Companies in accordance with applicable standards.

Directors are appointed solely through GENERAL MEETING. In cases of resignation, retirement, or death, the board passes a resolution for an additional director. This appointment is later ratified in the ANNUAL GENERAL MEETING for formal approval.

Conduct a Board Meeting:

• Pass a Board Resolution according to Appointment / Resignation / Change in Position and get an approval from the Board of Directors.
• To make this resolution an effective one, necessary forms are filing with Registrar of Companies within 30 days from the date of passing the resolution.
• For such appointments company need to get a Consent, Declaration, Intimation letter from board of directors to act as a Director of the company.
• For Resignation process the company should receive proper Resignation letter from the Director and should acknowledge the same as appointment.

We are the experts in Secretarial Procedures and having well balanced experience to handle the sections and provisions as per Companies Act, 2013. We are here to assist you and your company to keep up to day records about Directors list and their position in a company and will help you drafting all secretarial documents.

Resolutions to be filed with ROC:

In an Emerging Business world running a successful business and booming your business is not an easy task, there will be an many ideas, views, innovations will take place to promote your business and there will be need of funds to meet your company financial needs, there will be diversification of business, buy or invest etc.,

List of Matters or Resolutions to be filed with Registrar of Companies:

• Section 94(1) of Companies Act, 2013 - Proposed resolution for keeping registers & returns at a place other than registered office of the company
• Section 117(3) of Companies Act, 2013
  • Special Resolutions – which affect changes of Memorandum of Association and Articles of Association and any other Case.
  • Resolutions, which is need to agree by all members of the company. Suppose if it is not agreed it will not an effective. For this purpose resolutions are gaining importance.
  • Any resolution of the Board of Directors of a company or agreement executed by a co., relating to the appointment, reappointment or renewal of the appointment, or variation of the terms of appointment, of a managing director
  • Resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose at least specified majority members of the board will accept. This is the only process to bind agreements and resolutions.
  • Resolutions requiring a company to be wound up voluntarily passed in pursuance of sec.304
  • Resolutions passed in pursuance of sub-section (3) of section 179
  • Any other resolution or agreement as may be prescribed and placed in the public domain
• Section 179(3) of Companies Act, 2013:
  • To make calls on shareholders in respect of money unpaid on their shares.
  • To authorize buy-back of securities under section 68, To issue securities, including debentures, whether in or outside India, To borrow monies, To invest the funds of the company, To grant loans or give guarantee or provide security in respect of loans.
  • To approve annual financial statements, view the Board’s report and quarterly/half-yearly financial statements or resultsdue to expanding business of the company.
  • Approving amalgamation, merger or reconstruction to take over a company or acquire a controlling or substantial stake in another company
• Section 182 of Companies Act, 2013 : To make political contributions
• Section 203 of Companies Act, 2013 : To appoint or remove key managerial personnel or to fill casual vacancy and To take note of appointment(s) or removal(s) of one level below the KMP
• Section 204 of Companies Act, 2013: To appoint secretarial auditor
• Section 184 of Companies Act, 2013: To take note of the disclosure of directors’ interest and shareholding and to constituting 5% or more of the paid up share capital and free reserves of the buy, sell investments held by the company (other than trade investments), investee company
• Section 76 of Companies Act, 2013 : To invite or accept or renew public deposits and related matters and To review or change the terms & conditions of public deposits

We Solubilis with company law experts formed to serve you and to assist you in all ways to drafting the resolutions, placing them and to get approval from board and filing the application with the Registrar of companies andto get approval from ROC.

• Private Placement / Preferential offer
• Rights Issue

Private placement is allowed under Companies Act, 2013, as per sections 62(1)(c) and 42. The process involves specific procedures outlined by the act.

• Obtain a certificate for Valuation of shares,
• Call a Board meeting for preliminary approval from directors to issue shares. Issue a Notice and explanatory statement to propose a special resolution for share allotment through private placement.
• Draft a letter of offer and application form for shares.
• Hold an Extraordinary General Meeting for the formal allotment of shares.

• Convene a Board meeting to draft an offer letter and distribute it to existing shareholders. The offer period should last 15 to 30 days. Pass a board resolution endorsing the issuance of rights shares and approving the offer letter.
• Convene another Board meeting to officially sanction the shares issued through the rights issue.

• Transfer and Transmission of shares:

  • The transfer of a deceased member's shares by their legal representative is considered a transmission by operation of law. The company registers this transmission in the Register of Members without the need for a transfer deed.
  • In case of Transmission of shares by operation of law it is not necessary to execute and submit transfer deed. A simple application to the company by a legal representative along with the following necessary evidences is sufficient:— a. Certified copy of death certificate; b. Succession certificate; c. Probate; d. Specimen signature of the successor.
  • On the other hand, transferring shares between existing or new members requires a Transfer Deed, as mandated by Section 56. The company won't register share transfers unless the member submits a proper application using Form No. SH 4.

• Registration of charge & satisfaction of charge:

  • Achieving success as a promoter and building a robust business often requires substantial funds for protection, growth, expansion, and development. To meet these diverse business needs, securing loans or credits from banks and financial institutions becomes imperative. Companies availing of such facilities must register the loan amount by creating a charge, submitting necessary documents to the Registrar of Companies. Similarly, when repaying loans, companies should inform the Registrar of Companies by recording the satisfaction of charges. This ensures transparency and compliance with regulatory requirements in the financial dealings of the business.

• Steps for Registration of charge and satisfaction of charge.

  • Initiate a Board Meeting to obtain preliminary approval from the board of directors for securing a loan. Following Section 77, it becomes the company's duty to register charge particulars, signed by both the company and the charge holder. File the necessary forms with the Registrar of Companies within 30 days. If this filing exceeds the initial 30 days, it may be submitted within 270 days, along with the prescribed additional fee, contingent upon the Registrar's satisfaction with the provided reason for the delay.
  • For charges fully paid or satisfied, intimate the Registrar within 30 days of the event. File the required forms, including the satisfaction letter from the financial institution, with the Registrar within 30 days, as stipulated by Section 77 of the Companies Act, 2013. This ensures compliance with regulatory timelines and procedures in managing the company's financial dealings.