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Friday, November 17, 2017
You are here : Company Restructuring

Company Restructuring

Company Restructuring
  • a. Change of Registered Office
  • b. Change in Directors
  • c. Change in name of the company
  • d. Alteration in object clause
  • e. Increase in Capital

CHANGE OF REGISTERED OFFICE

Overview

The registered office of a Company or LLP is the principle place of business for a private / public limited company and all official correspondence from the various authorities is sent to this location. The registered office of a Company or LLP can be changed within the local limits of any city, town or village where such office is situated by just giving a notice to the concerned Registrar within 15 days after the date of the change. But a special resolution will be required if the change of the registered office is from one village, town, etc., in the same state. Where the place of registered offices is to be altered from one State to another State, the Company or LLP may do so by passing special resolution and getting confirmation of the Company Law Board. The Company or LLP is also required to give an advertisement in the newspapers indicating the change proposed to be made and also a notice is to be given to the State Government when it is proposed to transfer the registered office from one State to another.

A change to the registered business office address can be required due to various reasons. Further, the formalities and process for changing the Registered Office of the Company or LLP will depend on if the Company or LLP is changing address within the same city/town/village or if the Company is changing address between city/town/village of if the Company is changing the Registered Office between States.

Filing

Filing of forms for change of registered office will depend upon the nature of change. We will advise on procedure relevant for you on the basis of information provided. After obtaining understanding about the procedure we will prepare necessary resolutions and file necessary forms for change of registered office of the company.

Documents Required

  • 1. Resolution authorizing change
  • 2. Add proof of the registered office
  • 3. Lease deed/rent deed/house tax receipt
  • 4. Noc authorizing company t o use the premises as the registered office of the company

CHANGE IN DIRECTORS

Overview

Directors are appointed by the shareholders of a Company for the management of a Company. As per Companies Law of 2013, a Private Limited Company is required to have a minimum of two Directors and a Limited Company is required to have a minimum of three Directors. On the other hand, a Limited Liability Partnership (LLP) has Designated Partners and Limited Liability Partnership Act, 2008 requires each LLP to have a minimum of two Designated Partners. Appointment or removal of a Director or Designated Partners may be required due to various reasons

To add a Director or Designated Partner, Digital Signature must first be obtained for the proposed Director. Once, Digital Signature is obtained, the proposed Director can be added into the Company with the consent of the shareholders. To remove a Director from a Company or LLP, it is important to ensure the Company or a LLP would have the minimum required number of Director or Designated Partner after removal of the Director. If so, then the resignation letter along with the required form must be filed to effect the resignation of the Director.

Filing

Our Experts will first understand the nature of change proposed to the Board of Directors and appraise you on the relevant procedures. Based on the type of change proposed by the Board of Directors, we will help you prepare and file the necessary documents and resolutions with the MCA.

Documents Required

  • 1. Resolution authorizing change in directorship
  • 2. Resignation letter/consent letter
  • 3. Pan card and address proof of person who is going to be admitted as director

CHANGE IN THE NAME OF THE COMPANY

Overview

A company’s name is considered as the identity of the company and it can be changed after getting approval from the members in the general meeting.Change in name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of companies. Section 13 of the Companies Act, 2013 says that name of a company may be changed by passing a Special resolution in the general meeting and with the approval of the Central Government.

For changing the name of the company first new name must be reserved by making an application to the roc and after getting name availability from the roc an application is made to the Central Government for changing the name of the company.

Filing

Change of name is a quiet lengthy process as it requires approval from the Central Government. We will prepare and file the necessary resolutions and documents and file necessary forms which are required for changing the name of the company on the basis of information provided by you.

Documents Required

  • 1. Resolution authorizing change in name
  • 2. MOA/AOA of the company
  • 3. List of shareholders
  • 4. Minutes of Meeting in which resolution is filled for change of name

ALTERATION IN OBJECT CLAUSE

Overview

The Memorandum of Association (MOA) of a company has object clauses that determine the purpose and range of activities of a company. After incorporation of a company, it may want to change object clause. This requires alteration in the MOA of the company and section 13 of the Companies Act 2013 covers the same. Ever clause on the MOA can be altered (with the exception of capital clause which requires an ordinary resolution to be passed) by passing a special resolution as mentioned in section 13. Approval from members is required for alteration in object clause of the company.

Filing

INCREASE IN SHARE CAPITAL

Overview

The authorized capital of a Company determines the number of shares a Company can issue to its shareholders. An increase in authorized capital might be required for issuing new shares and/or inducting more capital into the Company. Our professional can help you with respect to the Filing and issuing of share with respect to the increase in authorized share capital of the Company.

In relation to a company, it is the amount mentioned in the capital clause of the Memorandum of Association of the company. Upto this amount the company can raise capital. If the company wants more capital then the capital clause has to be amended by the members by passing a special resolution at a meeting.

Filing

This process will take approximately 6-7 days. After the company has decided to increase the share capital and provide us necessary information we will prepare necessary resolutions and forms and submit it to roc.

Documents Required

  • 1. Resolution authorizing change in name
  • 2. MOA/AOA of the company

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