Appointment of Director

A new director is designated by the company primarily for enlisting new expertise on the board or for the necessity of the company’s shareholders. The suggested CA board of the Palitronics group will complete the method of the Director’s Appointment taking after the MoA-AoA of the specific

company & the Segment 2(34) arrangements of the Companies Act, 2013.

Reasons for Appointing Director in a Company:

As per the Act, One Person Company ought to have 1 individual as director, Private Limited Company ought to have at least 2 directors, and Public Limited Company must have at least 3 to 15 directors. Separated from that, an organization can name a new director on various grounds:

  • Bringing in new talent and Proficiency
  • Expanding trade venture Death / Expulsion / Retirement of an existing director
  • Appointment of a lady director in the company (as it is alluring to have at least 1/3rd of ladies directors in the board.)
  • Appointing a Nominee Director by the Central Govt. as per Area 161(3) of the Act (in case of mismanagement & oppression)
    Appointing an Independent Director taking after Area 149(6) of the Act

Who can designate a director in an Organization

The person being designated as the director, ought to fulfill the taking after criteria's:

  • Age between 25-70
  • Indian inhabitant (staying in India for not less than 12 months at a stretch)
  • Not have been sentenced to detainment for any period beneath any act/law

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Removal of Director

In India, registered private company ought to have least two directors and Public Company ought to have 3 directors on board. But in a few cases, an entity may alter the person holding the designation following section 169 of the Companies Act, 2013 of the Indian Govt. Specialized CA Board of Palitronics group will help the Shareholders

of an Organization in the Director’s Removal or Resignation process taking after the standards of the Ministry of Corporate Affairs (MCA).

Reasons for removal of Director from an organization

As per the Companies Act, 2013, an organization can remove a Director for various reasons:

  • Absenteeism of Director from the Board Meeting for more than 12 months.
  • Resignation the Director
  • Director is convicted by a Court and Sentenced to Imprisonment
  • Ineffectiveness of the existing Director
  • Hiring of new Expertise
  • Mental incompetency or bankruptcy of the Director

Who can get involved in the removal process of a Director

  • Shareholders holding not less than Rs. 5,00,000 capital in the Organization
  • Shareholders holding not less than 1% voting power in the Board Meeting

Legal instance for not filling essential documents in the process.

Following the provisions of the Companies Act, 2013, within 30 days from the resignation method, an entity is ordered to file DIR-12 From addressing the unstuck Director’s credential to the Ministry of Corporate Affairs. Falling flat to do so would lead to punishments and lawful complexity:

  • One time sum of the positive Govt. expense for not filling the DIR-12 inside 15 days
  • Twice the Govt. charge for not filing DIR-12 inside 30 days
  • Step-by-step Online direction to get GST Certificate and Carrying Out filing Process
  • For not filing the form inside 31-60 days, four times the Govt. fee
  • For more than 180 days of not filing the DIR-12, 10 times the Govt. expense and may lead to a Court Trial as well Actual Govt. Charge: Rs. 300

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Documents Required for Removing a Director

Form DIR-11 Filing: Form DIR-12 Filing:
This form is required to be submitted at the time of removing the Director from the organization. Here, two documents are needed to be attached - This form is required to be submitted at the time of removing the Director from the organization. With this form, the documents that are needed to be attached-
● Resignation Letter of the concerned Director ● Resignation Letter of the concerned Director
● Digital Signature Certificate of the concerned Director ● Board Resolution regarding the Removal of Director process

Pvt. Ltd. Winding Up

At diverse stages of the company life cycle, an executive or the shareholders may choose to close down the organization for various reasons. Get the country’s suggested CA Panel’s help from Palitronics group to total the required lawful steps following the the provision of Section 2(94A) in the Companies Act, 2013 and the Registrar of Companies (ROC).

Who Can Wind Up a Private Limited Company

As per the Companies Act, 2013 and the ROC, the winding up process can be initiated by various parties of the concerned organization:

  • The Company itself
  • The Director(s) of the Company
  • Shareholders of the Company
  • A Business Creditor / Contributor of the Company
  • State / Central Govt. / ROC (in case of conducting any illegal actions or fraud by the Company)

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Benefits of Carrying out company winding up process through us:

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Reasons for Winding Up a Private Limited Company:

  • Economic Condition
  • Low Profits
  • Tough Competition
  • Management Issue
  • Health Issues of Director
  • Lack of Capital
  • Unanticipated Event

Penalties for ignoring Conducting Private Limited Company Closure Process

Punishments for ignoring Conducting Private Limited Company Closure Process:
If a private Limited company wishes to close down all its trade operations, bank accounts and winding up the organization, the administration of the organization (Counting the directors, agents, investors, shareholders, etc.) is required to take after the procedure of the Companies Act, 2013, and the Registrar of Companies (ROC).
Failing to do so, the obligated person would face civil or criminal offense as per Section 284 - 356 of the Act. The law implements detainment of upto 5 years or a fine of Rs. 10 Lakhs or both.

Required Documents

Striking Off the Name in Fast Track Exit Removing Name from ROC Records
● Copy of Board Regulation showing authorization given for filing this application ● Indemnity Bond (to be given individually by the company directors)
● Private Limited Company Incorporation Certificate ● Affidavit of the company directors as per annex-A
● Brief Description of the Main Object in Company MOA ● NOC Copy from concerned Administrative Body/Ministry/Govt.
● Any litigation pending before tribunal ● Copy of relevant order for delisting from concerned stock exchange
● CA’s audit report on the company’s accounts, assets and liabilities --
● Most recent statements of the Company’s Accounts, Assets, Liabilities --

LLP Winding Up

The Govt. of India has sanctioned the Limited Liability Organization (LLP) Settlement Scheme, 2020, that overviews the LLP related issues in the nation. Get the country’s prescribed CA Panel’s help from Palitronics team to complete the LLP Closure / Winding Up method taking after the provision of the scheme, LLP Act, 2008, and the Registrar of Companies (ROC).

Reason for Winding Up a LLP:

By filing the Form-24 of Limited Liability Partnership (Amendments) Rules, 2017, a concerned staff can close down an LLP. The reasons are namely:

  • -Not having 2 Directors/Partners on the Board
  • -Economic Condition
  • -Low Profits
  • -Tough Competition
  • -Management Issue
  • -Lack of Capital
  • -Unanticipated Event
  • Benefits of Carrying out LLP Winding Up process with Palitronics:
  • -Country’s most Effective CA panel will be Overseeing LLP Winding Up Process
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Required activities before initiating the Winding Up of LLP Closure

  • The LLP winding up process can be started by carrying out the followings:
  • Ceasing all business operations
  • Close bank accounts opened in the name of the LLP
  • Paying all the creditors
  • Chucking out all the properties/ assets to pay the liabilities
  • Must not possess any liability

Who can Wind Up a LLP

The winding up process of a enrolled LLP can be started in two ways:

  • Voluntarily Winding Up: Here the accomplices of the concerned LLP can choose by themselves and close down the LLP by taking after the vital legitimate steps as per the ROC. The decision should be authorized by 3/4th of the add up to numbers of partners.
  • Compulsory winding up by Tribunal: The ROC can start the process of closing down a specific LLP that has not executed any business operation and appliance filing for more than one year. It moreover takes put in case the specific LLP is convicted of being associated with any unlawful or false instance.

Increased Authorized Capital

As per section 2(8) of the Companies Act, 2013 the capital which is authorized by the memorandum of the company to be the maximum amount of share capital of the company is called the authorized capital of the company.

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Why does a Company need to increase its Authorized Capital

Following the incorporation procedure and continuing business operation, a company may need to increase the authorized capital for numerous reasons:

  • Expanding business
  • Preparation for new venture
  • Hiring new Resource / Expertise on the Board
  • Increasing number of Investors

Guided Requirement from your Company’s End

  • Documented AoA of the Company: The company’s AoA must have a clause for an increase in capital in the future. If not, the organization is required to modify the Articles as per Section 14 of the Companies Act, 2013.
  • Board Meeting: A Board Meeting should be organized to approve the Increase in Authorized Capital from the Board of Directors.
  • Shareholders’ Approval: Following the Board Meeting, the company’s shareholders should be addressed to get approval on the Increase in Authorized Capital.
  • Adaptation in Company’s MoA: After getting approval from the Board and the Shareholders, the Company’s MoA should be modified for increasing the Authorized Capital.
  • Acquaint with ROC: The alteration in the company’s MoA, AoA, increase in the Authorized Capital, should be informed to the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA).

Registered Office Change

While getting incorporated under the Ministry of Corporate Affairs of the Indian Govt., a business entity is mandated to register a particular Location as their workplace. This specific Location is known as the Registered Office of that business entity.

What is the Registered Office Address Change Process

Any business entity being registered under the Ministry of Corporate Affairs (MCA) and Registrars of Companies (ROC) can Change / Alter its registered workplace.This process is known as the Registered Office Change.

Why does business entity opt to change its registered office address

  • Better Location
  • Reputation Building
  • Better Business Opportunity
  • To Minimize Operating Costs
  • Moving Closer to the Potential Market
  • Developing the Business Operation

Documents Required

Within same city

  • The proof of owning the Business Location in the name of the company
  • If the workplace is taken on Rent / Lease, the Legal Document for the same
  • In case the particular property is owned by any Director of the company, then the valid documents permitting the Company to use that Location

Within same state but different ROC

  • The proof of owning the Business Location in the name of the company
  • If the workplace is taken on Rent / Lease, the Legal Document for the same
  • In case the particular property is owned by any Director of the company, then the valid documents permitting the Company to use that Location

In different ROC

  • Company’s special Resolution approving the Change of Address by its Members
  • Company’s General Meeting in which the Resolution was Authorized
  • A Notice expressing the company’s General Meeting containing the related Explanatory Statement
  • List of the company’s Creditors and Debenture
  • Power of Attorney
  • Essential documents related to the Payments
  • A special resolution should be prepared by the company’s board which is needed to be approved by the RD (Regional Director)
  • Next, the special resolution should be filed in the company’s MOA (Memorandum of Association)

Change Company Name

In the time of consolidation, a business entity is required to be enlisted with a unique name with the Ministry of Corporate Affairs (MCA) and the Registrar of Companies (ROC), which is known as the Registered Name for the specific Entity.

Which Act of the Indian Government Oversees the company name change process

In India, the process for changing the name of an enlisted company is supervised by Section 13(2) of the Companies Act, 2013 and Rule 29(2) of the Companies (Incorporation) Rules 2014 with the administrative supervision of the Registrar of Companies (ROC).

Will a company lose its legal identity by changing its existing name

By changing the already registered name , the Constitution of the entity is not adjusted. Subsequently, the Legitimate Identity of the specific company is not influenced by this process.

What is RUN in company’s name changing process

RUN or Reserve Unique Name is a web service of the Ministry of Corporate Affairs to check the accessibility / uniqueness of the proposed name or reserving the Title with the Registrar of Companies (ROC).

Why does a company change its name

  • Standing out from Competition
  • To get a Distinct Brand Equity
  • To Enhance the Recall Factor
  • Stepping into new Business-category
  • Existing name is not Copyrightable

Documents Required

  • Company Incorporation Certificate
  • Suggested New Names for the Company
  • List of the Company’s Director(s) and Shareholders
  • Digital Signature of the Director(s)
  • Company’s MOA & AOA statement
  • Director’s Approval: The Directors of the concerned organization should pass the Resolution accepting the Company’s Name Changing Process
  • Extraordinary General Meeting of the Shareholders: An Extraordinary General Meeting (EGM) is required to be held among all the Shareholders of the Company to pass the Special Resolution for Changing the Company’s Name

MoA Amendment of Pvt. Ltd. Company

The Memorandum of Association MOA is an important document of a Private Limited Company in certain Jurisdictions. It contains the Article of Association (AOA) as the company’s internal constitution for regulating the business operation.

It shows the company’s initial capital and the ‘object clause’ which lets the shareholders, creditors, and those dealing with the company know about what is the limit of range of operation. While incorporating a company, the memorandum is mandatory to be filed with the Registrar.

What is the MoA amendment procedure in Private Limited Company

For numerous reasons, a private limited company’s MOA can be modified or amended. In the process, the concerned organization or individual is required to follow the provisions of the Companies Act, 2013 and the guidelines of the Registrar of Companies ROC.

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When is the MoA amendment of a Private Limited Required

  • In case of changing the Name of the Private Limited Company
  • Change of Registered Office of the Company
  • Alteration in any Company’s Authorized Capital
  • Alteration in Capital Clause of the Company
  • Change in the Company’s Members’ Liability
  • If the Object Clause of the Pvt. Ltd. Company is modified
  • In case of a Merger with any other Business Personnel or Entity

Requirements

  • BoardMeeting: A board meeting should be organised by the Limited Company to approve the MoA Amendment from the Board of Directors.
  • Shareholder’s Approval:Following the Board Meeting, the company’s shareholders should be addressed to get approval on the MOA Amendment by passing a special resolution.
  • Documentation of the Amended Memorandum of Association: Following the completion of the process, the amended MOA should be recorded in all the official documentation of the concerned organization.

MoA Amendment of Public Ltd. Company

The Memorandum of Association, MOA, is an important document of a Public Limited Company in certain Jurisdictions. It shows the company’s initial capital and the ‘object clause’ which lets the shareholders, creditors, and those dealing with the Public Limited Company know about what is the limit of range of operation.

It contains the Article of Association (AOA) as the company’s internal constitution for regulating the business operation and at the time of incorporation, the memorandum is mandatory to be filed with the Registrar.

What is the MoA Amendment Procedure

Due to several reasons, a Limited Company’s Memorandum of Association can be modified or amended. In the process, the concerned organization is required to follow the provisions of the Companies Act, 2013 and the guidelines of the Registrar of Companies ROC.

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In which situations is the MoA Amendment required

  • In case of changing the Name of the Public Limited Company
  • Change of Registered Office of the Company
  • Alteration in any Company’s Authorized Capital
  • Alteration in Capital Clause of the Company
  • Change in the Company’s Members’ Liability
  • If the Object Clause of the Limited Company is modified
  • In case of a Merger with any other Business Personnel or Entity

Requirements

  • Board Meeting: A Board Meeting should be organized by the Limited Company to approve the MOA Amendment from the Board of Directors.
  • Shareholders’ Approval: Following the Board Meeting, the company’s shareholders should be addressed to get approval on the MOA Amendment by passing a special resolution
  • Documentation of the Amended Memorandum of Association: Following the completion of the process, the amended MOA should be recorded in all the official documentation of the concerned organization.

MoA Amendment of Section 8

The MoA is an important document of a company in certain jurisdictions. Whereas joining a Section-8 company, the memorandum is obligatory to be filed with the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA).

It appears the company’s introductory capital and the ‘object clause’ which lets the shareholders, banks, and those managing with the company know around what are the constraints of run of operation.

What is the MoA Revision strategy of Section 8?

For a number of reasons, a Section 8 company’s MOA can be adjusted or revised. In the process, the concerned organization is required to follow the arrangements of the Companies Act, 2013 and the rules of the Registrar of Companies (ROC).

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When is the MoA Amendment required for Section 8 company

  • In case of changing the Name of the Section 8 Company
  • Change of Registered Office of the Company
  • Alteration in Capital Clause of the Company
  • Change in a Company’s Members’
  • If the Object Clause of the Company is modified

Requirements

  • Board Meeting: A Board Meeting of the Section-8 company should be organized to approve the MOA Amendment from the managing authority.
  • Director’s Approval: Following the Board Meeting, the company’s Director should approve the MOA Amendment process by passing a special resolution.
  • Documentation of the Amended MOA: Following the completion of the process, the amended MOA should be recorded in all the official documentation of the concerned Section 8 Company.

Share Transfer

In India, the possession of a Private Limited Company is decided by the shareholding of the Company. The shares of the Company are transferred in order to concede unused speculators or to transfer the proprietorship of the Company.

The different circumstances beneath which the shares in a company may be transferred are as follow :

  • Sale of shares,
  • Transmission of shares by operation of law (i.e. upon the passing or insolvency of a shareholder),
  • Gift of shares
  • Enforcement of a charge over shares.

However, It is most common for shares to be transferred by a sale.

The offers or debentures are ‘movable property’ and are transferable in understanding with the Articles of Association of the Company. Consequently, the AoA of the Company must be checked earlier to start the share exchange strategy. In order to exchange offers between two or more people they must enter into a contract or course of action. Larger part of the section of the Companies Act bargain with Exchange and Transmission of Shares.
The exchange of offers is a deliberate act by the holder of shares. It refers to a deliberate transfer of title of the shares from the transferor (one who transfers) to the transferee (one who receives). During share transfer the rights and duties (as represented in a share of the company) are transferred from the shareholder who wishes not to be a member of the company anymore to a person who wishes to be a member of the company.

The following individuals are involved in the Share transfer :

  • Subscribers to the memorandum
  • In the case of a deceased person, the legal representative
  • Transferor
  • Transferee
  • Company (Whether listed or unlisted)

Documents Required

  • Copy of the transferor's original share certificate
  • Authenticated copy of PAN card of the transferor(s) (i.e. sellers) and transferee(s) (i.e. buyers)
  • A duly filled and signed Form SH-4.

Procedure

  • Step 1: The Articles of Association of the Private Limited Company must be reviewed and restrictions, if any must be addressed to.
  • Step 2: Shareholder must give notice in writing to the Director of the Company about his intention to transfer share of the company.
  • Step 3: 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. (The Company Directors or the Company Auditor usually decides this price.)
  • Step 4: 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.
  • Step 5: Filling and signing of the Share Transfer Deed in Form SH-4.
  • Step 6: The transfer certificate shall be stamped in accordance with the Indian Stamp Act and the Stamp Duty Notification in force in the state in question. For every 100 rupees of share value or part thereof, the official share transfer rate is 25 paisa. Check that the stamp affixed on the transfer deed is cancelled at the time of or before the signing of the transfer deed.
  • Step 7: The signatures of the transferor and the transferor of a share transfer deed must be witnessed by a person who shall mention his name, address and signature on the same.
  • Step 8: Attach the share certificate or allocation letter with the share transfer deed and deliver the same to the company. Within sixty (60) days from the date of execution the share transfer deed must be deposited to the Company by or on behalf of the transferor and by or on behalf of the transferee.
  • Step 9: The Board of Directors of the company must review the documents and if approved by passing a resolution, register such transfer and issue a new share certificate in the name of the transferee.