Company secretarial Service

Solubilis provide company secretrial services in Chennai, Bangalore, Hyderabad, Cochin and anywhere in India. Company Secretaries play a major role in Company Law and acting as advisors in effecting transactions of top management and helps in handling corporate cases. Having prolific professional, all business Solution provide on clear knowledge on Corporate Law and it related services and render legal advisory services in day to day corporate Structuring and advise clients in giving effect to their requirements starting from Change in name of the company / Change in object of the company / Shifting of Registered office / Appointment and Resignation of Director, Transfer or Transmission of shares, mergers, demergers, issue of Capital and acquisition of control, due diligence audits, Compliance Audit etc.,

We Solubilis a group of experts in Company law are eager to help you. Our team leads the entrepreneurs to run their business in secured way in all aspects. We provide all means of Secretarial service from Incorporation to Winding up.

Few Services we offer as follows:

  • Change of name
  • Change of Object
  • Shifting of Register office
  • Change of Directors
  • Increase in Authorized Capital
  • Allotment of Shares
  • Conversion of Private to Public vise versa
  • Conversion of OPC to Private & Public Vise versa.
  • Mergers, Amalgamations, De mergers.
  • Due Diligence Audit etc

Changing the name of the company involves alterating process of Memorandum of Association. The memorandum can be altered by way of passing a special resolution as per section 13 of Companies Act, 2013.

Procedure For Changing Name of the Company

Board Meeting & Filing of Name:

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  • We help you for the preparation notice used to call for Board meeting.
  • The Notice should be issued to all directors atleast 7 days before the meeting will held.
  • Board members approve pass the resolution for finalizing the names
  • Authorised director to make an application to ROC.
  • Apply name with Register of Companies.
  • Call General Meeting by giving at least 21 days prior along with explanatory statement notice.
  • After getting approval from General Meeting, Resolution will file 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.

Shifting Of Register Office

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

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  • 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
  • T 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

Increase in authorized capital

Steps:

  • Calling of Board Meeting: To get in principal approval of directors for increase in authorised 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).

Conversion of a - OPC to Private limited to Public etc.,

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 Public Limited to Private Limited:

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  • 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.
  • 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:

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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.
  • 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, 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.

StepsTo Convert OPC To Private Company

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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.

Change of object:

  • Memorandum of Association is considered as the constitution of the company. This clearly defines the scope and company’s activities. Changing object of a company requires Alteration on Memorandum of Association. The memorandum can be altere only by passing special resolution as prescribed in section 13 of Companies Act, 2013.
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  • Call a Board Meeting:
    • Regarding board meeting a seven days prior notice should be issued.
    • To get proper approval from board directors to change the object
    • Fix date, time and place to hold General Meeting.
    • Drafting the explanatory statement for the General Meeting all are mandatory process.
  • Convene of General Meeting:
    • According to the change of object clause Passing the special Resolution under section 13 of the companies Act, 2013.
    • After getting approval from Shareholders, our Company law expert will file necessary documents and forms.
    • Finally, getting approval from Registrar of Companies as per the applicable standards.

Change of directors:

A Company have a board to managedecision taking inof day to day business activities. The company will exist for long run but Managing personnel may changeable one according to varied reasons. Board of Directors some may resign, some may decease, some may joint, some may take casual vacancy, some director may be appointed by financial institution as Nominee etc.,

As per Companies Act, Section 152,161,164,168 and other applicable provisions are prescribed for the conditions of Director May appoint, resign, decease, disqualify from Directorship. It’s a Duty of a company to file the requisite forms with Registrar of Companies to give effect to the same along with Requisites documents.

Steps:

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A director is appointed through a GENERAL MEETING only. If any director resigns or retired or deceased, the board would pass a BOARD RESOLUTION for an ADDITIONAL Director and such appointment should be regularized in ANNUAL GENERAL MEETING.

    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.

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.

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  • 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:

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  • 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.
  • Transfer 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 getin 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.

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