Changes & corrections

Now… Lets talk about…
CHANGES & CORRECTIONS

How Flourishing the Business May be, Changes and Corrections
are Part of it. Republic Helps in Making it A Breeze. Change, Add
or Remove a Director. Moved to a New Place? Need to Change
the Address? We're here to assist you in Every Step of it.
CHANGES &
CORRECTIONS

NAME CHANGE REGISTERED OFFICE
ADDRESS CHANGE
ADD DIRECTORS REMOVE DIRECTORS
SHARE TRANSFER MOA & AOA AGREEMENTS ADD PARTNERS WINDING UP OF
A COMPANY
CHANGES & CORRECTIONS
INCREASE
AUTHORISED CAPITAL
WINDING UP AN LLP

The name of the company can be changed any time after it
gets incorporated. A company can change its name if there
is a change in its business, ownership, management etc.
Change company name will not have any impact on its
existence. A company can change its name with the
approval of shareholders in the general meeting & by
making necessary filings with the ministry of Corporate
Affairs.
Section Governing the Change Company Name
Section 13 read with rule 29 of Companies (Incorporation)
Rules, 2014
NAME CHANGE

6
1
E-form INC-24 within 30 days of passing of
Special Resolution
3
Fix Day, Date, Time of Extraordinary General Meeting.
2
E-form MGT-14 within 30 days of the passing of Special Resolution.
4
The notice shall specify the place, date, day and time of the
meeting and others
Give At least
21 clear days
notice of
Extraordinary
General
Meeting along
with
explanatory
statement
through
Electronic
Mode or in
Writing to:
5
Place Draft Notice of Extraordinary General Meeting before Board.
DOCUMENTS REQUIRED FOR NAME CHANGE

The Registered office of a company is the main office
of the Company to which all communication relating to
the company is sent by the governmental
departments. The promoters of a company or LLP
must declare the registered office of the company
during incorporation and maintain certain mandatory
documents at the registered office.
REGISTRED OFFICE ADDRESS CHANGE

1. Section and Rule Applicable
Section 12 read with Rule 27 of Companies (Incorporation)
Rules, 2014
2. Nature of Approval Required
Board of Directors
3. Process and work were done and forms to be filed
4. Board Meeting: Place before Board Resolution of Shifting
of Registered Office for Approval of Directors to change in
registered office of company.
5. File Form with ROC: Form INC 22 to be filed within 15c
days of Passing BR
Documents
Required for Office
Address Change

Director of a company is a person chosen by the shareholders for
managing and looking after the affairs of the company according
to the Memorandum of Association and Articles of Association
of the company. As a company is an artificial legal person formed
by law, it can only act through the group of natural persons. Thus,
only living persons can be Directors of a company and the
management of a company is delegated to the Board of Directors.
Appointment of Directors may be required for a company from
time to time as per the requirements of the shareholders of the
business.
ADD DIRECTOR

REQUIRED DOCUMENTS & PROCESS
Draft of Board Resolution and carry out necessary requirement relating the same and file the
board resolution in relevant form with ROC.
It takes approx. 6 to 8 working days once documents are received for the same and it will
be done.
By passing an ordinary resolution at AGM or EGM as the case may be, a new Director can be added to the Board of
Director. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file
the Resolution along with the necessary documents in the relevant forms and to the Ministry of Corporate Affairs to
appoint a Director.

PROC ESS
Forms To Be Filed
File the DIR-12 with the (ROC) Registrar of
Companies to give effect for such a removal.
Time Taken
It takes approx… 5 working days once the
documents are received from the client to
complete the procedure for removal of the
director.
R E Q U I R E D
D O C U M E N T S
A Director may resign from a company by giving a notice
in writing to the company and the Board is required to
intimate the ROC of such notice within 30 day in Form
DIR-12.
REMOVE DIRECTORS
A company by passing an ordinary resolution remove a director, except a director appointed
by the Tribunal before the expiration of the term of his office after giving him a reasonable
opportunity to be heard.
In case the Director chooses, he/she may also send a
copy of the resignation letter to the ROC along with
the reasons for resignation using form DIR-11. The
format for resignation letter of Director is as follows:

INCREASE AUHTORISED CAPITAL
Authorized Capital is the amount of
capital with which company is
registered with Registrar of Companies.
It is the maximum amount of capital
up to which a company can raise fund
through the issue of share. Companies
generally are registered with small
authorized capital and increase it
eventually as per need.
Authorized capital can be increased,
only if it is authorized by Article of
Association and after passing an
ordinary resolution in the meeting of
members. (If increase is not authorized
by AOA, appropriate steps to alter the
Article and include the clause is taken)

01
Alteration of Article of
Association of the company
02
Alteration of
Memorandum of
Association of company
REQUIRED DOCUMENTS & PROCESS
 Memorandum of
Association of the
company.
 Article of Association
of company
 List of
members/shareholders
of company
 Authorized capital
proposed to be
increased.
03
Drafting of various
resolutions
04
Filing of all the required forms
with ROC 05

INCREASE AUTHORISED CAPITAL
PROCESS
Check whether AOA of the company authorizes it to increase the Authorized
Capital or not. If AOA is not authorized you need to amend AOA by passing
Special Resolution.
Hold a board meeting and pass a resolution to increase the authorized capital of the
company and decide day, date, time and place for Extra-Ordinary General Meeting.
Issue notice to every member/shareholder, director, auditor of the company
specifying day, date, time, place and agenda of the meeting.
Convene, hold and conduct EGM on the date place and time specified, and pass a
resolution to take approval from shareholders. File specified form if any, within a
specified period.

Shareholders are the legal owners of the shares of a company. Shareholders can be natural persons
or corporate entities. They can also be NRIs or Foreign Nationals or Foreign Entities. Shareholders
are the owners of a Company..
The shares of a company can be transferred from one person to another by executing a share
transfer deed.
The shareholders in turn appoint Directors to manage the affairs of the Company. Hence, ownership
of a company rests with the shareholders and not the Directors. Transfer of ownership of a
company can therefore be accomplished by transferring shares of the company from one person or
entity to another.
SHARE TRANSFER

SHARE TRASNFER PROCESS
1
3
4
Review the AOA: Articles of Association
of the Private Limited Company must be
reviewed and restrictions, if any must be
addressed.
Determine the price as per Articles of Association at which the shares
of the Company will first be offered to present shareholders of the
Company. (Usually this price is determined by the Directors of the
Company or an Auditor of the Company.)
Shareholder must give notice in writing
to the Director of the Company about
intention to transfer share of the
company.
The company must then give notice to the other
shareholders about the availability of share, the last
date to purchase the shares and the price at which
the share are available.
2

1. Obtain share transfer deed in the prescribed format.
2. Execute the share transfer deed duly signed by the
Transferor and Transferee.
3. Stamp the share transfer deed as per the Indian Stamp
Act and Stamp Duty Notification in force in the State.
4. Have a witness sign the share transfer deed with
his/her signature, name and address.
5. Attach the share certificate or allotment letter with the
transfer deed and deliver the same to the Company.
6. The company must process the documents and if
approved, issue new share certificate in the name of the
transferee.
DOCUMENTS REQUIRED
FOR SHARE TRANSFER

Now… Lets talk about…
MEMORANDUM OF ASSOCIATION & ARTICLE OF ASSOCIATION

MEMORANDUM OF ASSOCIATON
Alteration of Name in MOA
Changes to the name of a company would require an
alteration to the MOA by passing a special resolution. In
case changes to the name of a private limited or public
limited company is effected, consent or authorization of
Central Government is not required.
Change of Registered Office–State to State
A company must make changes to the MOA for transfer of registered
office from one state to another. Usual reasons for changing registered
office from one state to another include:
Alteration of Objects Clause
Changes to the object clause of a private limited company can be
effected easily with minimal hassles. However, changing the objects of a
company that has raised money from public will require a special
resolution. Further, the special resolution must be published in
newspapers both in English and another in local language which are in
circulation at place where the registered office of the company is located
M
O
A
The Memorandum of Association of a company must be changed whenever there are changes to the object, situation or
capital or liability of a company.

ARTICLE OF ASSOCIATION
Company Name & A Finnish municipality
as the company’s place of business
The company's field of activity & Share capital
Nominal value and number of shares
Notice of a general meeting of shareholders
& The agenda of the annual general meeting
A
O
A
Articles of Association is a document which prescribes the rules and bye-laws for the general management of the
company and for the attainment of its object as given in the memorandum It is a document of paramount significance
in the life of a company as it contains the regulations for the internal administration of the company’s affairs.

General Duties
Dutyto
Indemnify
Implied
Authority
RightsofPartner
ADD PARTNER
Every LLP shall have a least two designated partners, a least one of which must be resident in India. To add a new partner
to existing LLP consent of all partners is required.
Every Partner of a LP is required to
indemnify the LLP for any losses
caused to it by a fraud in the conduct
of the business of the firm.
The authority of a Partner to bind the
LLP, in case of an transaction carried
on, in the usual way business is carried
on by the LLP, binds the LLP.
Partners of a LLP are bound to carry
on the business of the LLP to common
advantage, to be just and faithful to
each other, and to render true accounts
and full information of all things
affecting the firm to any partner.
All Partners have right to take part in
the conduct of the business of the
LLP and access to inspect and copy
the book of accounts of the LLP.

1
2
3
4
5
Scanned copy of signature.
REQUIRED DOCUMENTS FOR ADD PARTNER
Existing LLP Agreement.
Copy of Aadhar card of proposed designated partner.
Copy of PAN Card.
Passport sized photograph.

A public accountant would be
appointed by the court as a
liquidator. The powers of the
directors would devolve upon
this person and he would be
mainly responsible for
accumulating all the assets of
the company and paying off its
debts. The excess would then
be disseminated amongst the
members.
PUBLIC ACCOUTANT
A statement of account has to be
prepared, stating that there are no
assets and liabilities except share
capital and profit and loss debit
balance. An affidavit and indemnity
needs to be executed by all
directors. If there is any unsecured
loan, a waiver letter should be
submitted.
DOCUMENTS
REQUIRED
WINDING UP OF A COMPANY
Winding up a private limited company is a tedious, but necessary, procedure. Without doing so, you would need to annually meet the
requirements of the Registrar of Companies (which means spending money on audit and compliances).

Approx… 3 months It takes at least
two to three months to complete
the closure of your company
Depending upon the type of industry, the
following elements are central to the drafting of
vendor agreements
Approx… 25 working days Within a month
of the submission of the statement of
accounts,
Approx… 30 working days The
statement of accounts must be
submitted no more than a month
before submission of the
application
PROCEDURES FOR WIND UP A COMPANY

A TEAM WITH PASSION OF CONQUERING …
WINDING UP AN LLP
Winding up is a process, wherein all the assets of the business are disposed of off for the
reason to meet the liabilities of the same and after the liabilities are met and after if surplus
any remains, it is distributed among the owners.
The LLP Act 2008 provides for following two methods for winding up the LLP i.e.
Voluntary winding up
Compulsory winding up
In Voluntary winding up, the partners may among themselves choose to wound up the
operations of the LLP.
In Compulsory winding up, limited liability partnership will be compulsorily be wound up by the
Tribunal—

If the limited liability partnership (LLP)
chooses that limited liability partnership
should be wound up by the Tribunal.
For a tenure of more than 6 months, the
number of partners of the limited liability
partnership is reduced below two.
If the (LLP) limited liability partnership has
acted against the interests of the sovereignty
and integrity of India and also acted against
the security of the State or public order.
If the limited liability partnership(LLP)is
incapable to pay off its outstanding debts.
PROCESS

PROCEDURES
01
Days Work done
File form 24 with the ROC along with
the declaration from the partners.
03
Approx.20 working days The Registrar
will publish a notice on its website
containing the substance of the
application for a period of 1 month
05 Publish a notice in the Official Gazette,
thereby legally close/dissolve the LLP.
02
Along with the main application, also
submit indemnity bonds and affidavit
stating that the information is true to
the knowledge of all the partners.
04
Approx.10 working days After one
month, the registrar will remove your
LLP's name from the register.
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4
5
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Changes & corrections