Company Secretarial Services

We Solubilis, a team of experts in company law will help you to assist in change of name as per Companies Act. A Company being a legal entity must have a name of its own to establish its separate entity. Memorandum of association 1^st clause represents Name of the company. The company after incorporation may change its name in order to adopt the name in accordance with the object or some other purpose or conversation of company from Private to public or public to private etc.,

Change in name of the company involves alteration of Memorandum of Association. The memorandum can be altered by way of special resolution as per section 13 of Companies Act, 2013.

PROCEDURE FOR ALTERATION OF NAME OF THE COMPANY:

Board Meeting and Filing of Name: We Solubilis assists you in preparing Notice calling Board meeting. The Notice should be issued to all directors atleast 7 days before the meeting and We assist the Board in selecting name as per the availability norms, Then the resolution passed by the board for finalizing the names and authorize a director to make application to ROC.
We will apply for name availability and will get a name approval from ROC as per MCA Guidelines.
Call General Meeting by giving at least 21 days notice along with the explanatory statement. We company law experts will guide you to prepare Notice, explanatory statement and other secretarial procedures as per Act and assist you in re drafting the MOA and AOA.
After approval in the General Meeting, Filing the Resolution along with Re drafted MOA and AOA with ROC, after due approval of the same, file the respective form for giving effect to the name change.

Change of object:

A successful Entrepreneur will run their business most efficiently and effectively and in order to keep the business in topmost level, they always need to upgrade and diversify the business in all areas. We, a team of Company law experts assist you and make your company to change its objects accordingly by standard secretarial procedures.

Memorandum of Association of the company is the charter of the company and defines the scope of the company and its activities. Change of object of the company requires Alteration of Memorandum. The memorandum can be altered by way of special resolution as per section 13 of Companies Act, 2013.

PROCEDURE FOR CHANGE OF OBJECT OF THE COMPANY:

Convene a Board Meeting: Every company before taking any decisions / approvals, the matter has to be discussed in board before placing the same to members in General Meeting. We a efficient team and willing to know your business goals helps you in framing your company proposed object. A seven days prior notice should be given to hold a Board meeting. To get in principal approval of directors to change the object and fix date, time and place to hold General Meeting and to draft Notice and explanatory statement for the General Meeting.
Holding of General Meeting: To pass the necessary Special Resolution under section 13 of the companies Act, 2013 for change of object clause of the company, After approval by Shareholders, We Company law expert will file necessary documents and forms and assist you getting the approval from Registrar of Companies as per the applicable standards.

SHIFTING OF REGISTER OFFICE

Every business has a principal place of business activities, which is called as registered Office. Therein after the time of incorporation of the company, if the company wants to change its address it can be done by way of following secretarial procedures and submitting required documents to the Registrar of Companies. We the company law experts and secretarial service provider will guide you in shifting the registered office of the company.

Shifting of Registered office of the company may be required from time to time in order to have potential and incredible market for the company. The procedure for shifting of Register Office varies based on the jurisdiction of shifting

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

Calling a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days prior notice for convening a meeting of Board of Director.Pass a board resolution for change in situation of registered office of the Company within the limits of the same city, town or village .per section 12(4), a company has to intimate change of registered office within fifteen days in prescribed form.

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

Convene a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days notice for convening a meeting of Board of Director. To get in principal approval of Directors for shfiting of registered office of the company within the same state under the same ROC and to fix date, time and place to conduct General Meeting and to Draft Notice, Explanatory statement.
Holding EGM: As per Section 12(5) (a) of the companies Act, 2013 pass a special resolution for Shifting of registered office. We will assist you in filing the resolution and intimation about the shifting with ROC in prescribed forms.

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

Convene a Board Meeting: According to Provisions of Section 173 (3) of the companies Act, 2013 issue a seven days notice for convening a meeting of Board of Director. To get in principal approval of Directors for change of registered office of the company within the same state from the jurisdiction of one ROC to that of another ROC and to fix date, time and place to conduct General Meeting and to Draft Notice, Explanatory statement as per section.
Convene General Meeting and after approval by shareholders for shifting. The Resolution passed in favour of shifting has to be filed through the respective e-form with Registrar.
Publish a notice mentioning the details of shifting within one week from the filing of Resolution in at least one daily newspaper and one English news paper in which the registered office of the company is situated. Make an application before the Regional director for approval. The notice published in News Paper has to be attached to the form filed with Regional Director, that should be 30 days prior to that of filing application with Regional Director. We will assist you to draft, finalize, making application before RD as per applicable Companies Act.
After the approval of Regional Director, Intimate the same with Register of Companies in prescribed From and file respective form for shifting of Register office With ROC Concerned.

Procedure for shifting of registered office from one State to another State As per section 13(4) of companies Act, 2013 change of Registered office from one state to other requires approval of Regional Director.

Pass resolution of Board of Directors for approving the shifting of registered office of the company from one state to another and authorizing one or more of the Directors to do all necessary acts in this regard and calling General meeting for getting approval and to approve Notice and explanatory statement.
Hold an General Meeting for getting share holders approval for shifting of registered office. The Resolution has to be filed with the Registrar. Publish a notice mentioning the details of shifting within one week from the filing of Resolution in at least one daily newspaper and one English news paper in which the registered office of the company is situated. An Application to Regional Director with requisites documents has to be filed for getting approval for shifting of registered office from one state to other state. The shifting of registered office from one state to other state shall not be allowed if there is any prosecution or any enquiry against the company. After approval of shifting by the Regional Director. File the approval copy with Registrar (ROC) and file the respective form for shifting of Register office with the Registrar (ROC).

Increase in authorized capital:

A growing business may have demanding, challenges are enormous, so we are here to assist you and to prevent your business by providing enough assistance in all means such as secretarial compliance, financial assistance, audit service. In day to day business your company may grow up and there will be a need of additional funds to be brought in, for that company has to follow compliances as per section 16 of Companies Act 2013.

STEPS:

Calling of Board Meeting: To get in principal approval of directors for increase in authorized share capital and issue Notice and explanatory statement as per section 102(1) of the companies Act, 2013.

Hold a General Meeting and pass a ordinary resolution as per section 61(1)(a) of the companies Act, 2013. File the respective Forms with the Registrar (ROC).

Issue and Allotment of Shares:

Every company needs to increase its paid up capital from time to time as per the need of business. The promoters of the company will bring in the amount for the company development. There are different ways of allotment of shares.

Private Placement / Preferential offer
Rights Issue

Private placement can be done as per section 62(1)(c) and section 42 of companies act 2013 and the procedure is as follows

obtain a certificate for Valuation of shares,
Convene a Board meeting to get in principal approval from board of directors to issue shares and issue Notice along with explanatory statement to pass a special resolution for allotment of shares under private placement.
Draft letter of offer to be issued along with application form for shares.
Hold Extra ordinary meeting for allotment of shares.

Procedure for Rights issue:

Rights issue means if a company wants to raise its issued capital, then the company can offer shares to existing share holders and the existing share holders can renounce the shares to other members.

The steps to allotment of shares are as follows:

Convene a Board meeting to Draft a letter of offer and issue the offer letter to all existing share holders. The offer letter should be open for minimum 15 days and maximum of 30 days and pass a board resolution for issue of rights shares and approval of letter of offer.
Hold a Board Meeting to approve issue of shares by rights issue.

We Solubilis the experts in assisting to draft letter of offer and will direct you to pass a board resolution and will file necessary e-forms as per Companies Act

Transfer and Transmission of shares:

Transfer and transmission of shares is occurring in every business due to various reasons. We Solubilis having immense experience in transfer of shares and transmission of shares.
A transmission of interest in shares of a company, of a deceased member of the company, made by the legal representative of a deceased member shall be considered as transmission of shares by operation of law. This transmission will be registered by a company in the Register of Members.

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.
Transfer of shares is transferring existing member shares to new member or existing member by way of Instrument for Transfer of shares which is compulsory. As per section 56 the company shall not register a transfer of shares unless the member provides a proper application to the company in transfer deed in FORM NO SH 4.

Registration of charge & satisfaction of charge:

Being a successful Promoter and Stronger Business personality is quite not possible with surplus of funds to protect, build, expand and develop your business and products. Immense investment is needed to meet various needs of business, there is need to get loans / credits from banks and other financial institutions. Every company which gets loan/credit facility should register its loan amount by way of creation of charge with requisite documents to registrar of companies. In the same way when the company repay the loans it should report to registrar of companies by way of satisfaction of charges.

Steps for Registration of charge and satisfaction of charge.

Convene a Board Meeting: To get in principal approval from board of directors to get loan and as per section 77 it shall be the duty of the company to register the particulars of charge instrument signed by both company and the charge holder. The company should file requisite forms with registrar of companies within 30 days. If the filing is not done in 30 days from date creation of instrument. It may filed within 270 days from the last date i.e 30 days, along with the prescribed additional fee, If the Registrar of Companies is satisfied with the reason for the delay.
The Company shall give intimation to the Registrar on payment or satisfaction in full of any charge registered under this chapter within 30 days from the date of such payment or satisfaction. The company should file requisite forms along with satisfaction letter from financial institution with registrar of companies within 30 days as per section 77 of companies act, 2013.

Conversions of a – OPC to Private limited to Public etc.,

We the Solubilis a group of Secretarial law experts to help and direct the entrepreneurs to convert their business from public to private or from private to public or from OPC to private, Public, There may be a various reasons for conversation but we are here to assist you to follow all regulations and provisions and convert companies as per standard secretarial procedures.

Steps to convert Public Limited to Private Limited:

Calling a board meeting: As per section 173(3) of the companies Act, 2013 issue a notice for convene a board meeting.

Hold a Board Meeting: The main purpose of the meeting is to getin principal approval of the Board of Director for conversation and to alter the articles of association which is subject to the approval of Central Government. To fix, date and time for holding extra ordinary general meeting to get approval of shareholders and draft, approve, issue Notice along with explanatory statement as per section 102(1) of companies, Act 2013.we the Solubilis having immense experienced professionals enriched in the field of secretarial procedures of all fields of company law will assist you and help you to do conduct meeting, Draft resolutions and to issue notice to members of the company.

Hold a Extra ordinary General Meeting – Hold an EGM on the date fixed in Notice to get approval from shareholders for conversation of public limited to private limited along with the Alteration of Articles of Association under section 14. After the EGM, a few e-forms needs to be filed by the company to the registrar of companies at different stages and there is also a post conversation formalities like intimating many concerned authorities like Sales tax, Excise, PAN Change, updating Bank records etc.,

Steps to convert Private Limited to Public Limited:

Section 14 of Companies Act 2013 read with section 18 of companies act 2013 an existing Private company can be converted into public limited company by the following procedures.

Convene a board meeting: As per section 173(3) of the companies Act, 2013 issue a notice for convene a board meeting. At least 7 days notice should be given to conduct a board meeting. The main purpose of the meeting is to getin principal approval of the Board of Director for conversation and to alter the articles of association which is subject to the approval of Registrar of Companies. To fix, date and time for holding General Meeting to get approval of shareholders and draft, approve, issue Notice along with explanatory statement as per section 102(1) of companies, Act 2013.

After the EGM, a few e-forms needs to be filed by the company to the registrar of companies at different stages and there is also a post conversation formalities like intimating many concerned authorities like Sales tax, Excise, PAN Change, Increasing capital of the company, updating Bank records etc.,

Either for conversation of public limited to Private Limited or Private Limited to Public Limited An application to be filed by the company for effecting the conversation in requisite form with Registrar of companies as per Rule 33 of Companies (Incorporation) Rules, 2014.

ONE PERSON COMPANY:

One person company is a company registered under companies Act, 2013 as Private Limited OPC with a single member, the single member will act as a director of the company. The OPC carries many advantages as like Private limited and One Person Company classifies as private limited for all legal purposes with only one member.

STEPS TO CONVERT OPC TO PRIVATE COMPANY:

There is two types of conversation i.e 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 incorporated under companies Act, 2013 cannot convert its company to Private voluntarily before the expiry of Two years from the date of Incorporation.

After two years from the date of Incorporation of OPC can convert to Private/Public Limited by making an application to Registrar of Companies as per Section 18 and Rule 7(4) of Companies Act. 2013.

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

As per the Rule 7(4) of the Companies (Incorporation) Rules, 2014 When a One Person Company has a paid-up capital more or equal to Rs. 50 lakhs or the Annual turnover for the relevant financial year exceeds Rs. 2 crore, then in such conditions, the company has to compulsorily convert itself into Private Limited Company or Public Limited Company.

As per Section 173(3) call for board meeting to get Approval of Board of Directors for Conversation of Private / Public Limited Company to OPC or Vice versa. The conversation of OPC to Private / Public Limited and Vice Versa will take place by passing a special resolution in Extra ordinary General Meeting, But in case of OPC – only one member, practical possibility of pass a special resolution is not there, instead if he records the same in minutes with his signature that will be sufficient. After recording in minutes, the company has to file the respective e-forms as per companies Act, 2013 to get conversation effected.