Changes In Business

Appointment Of New Director In Company

Director is the most important person for a company as he/she manages the entire company’s operations.
He/she gives directions to the company to achieve the required goals, objectives etc. Appointment or adding of new director is done by the companies to take new talent on board or on resignation of the existing director. The addition or change in director of the company should be intimated to the ministry of corporate affairs (MCA) (http://www.mca.gov.in/). The change does not take any affect unless addition or change in director is made to MCA (Ministry of corporate affairs).

Addition or change in director must be made through consent of shareholders. Director’s change is required in the following cases mentioned below -

Hiring new talent on board – Hiring of new talent on board is needed for the growth of business,
to develop new strategies and alliances. There is a need of experts to lead the team in case new
product line or department is added.

Existing directors are not able to work for a long time – Due to retirement/death/other
personal reasons; the existing directors are not able to work for a long time. Therefore, in order to
make organization functions properly as per the limit specified for directors, company appoints a
new director.

Statutory limit on number of directors – The minimum number of directors required for a
private limited company is 2 & for public limited (https://www.finacbooks.com/public-limitedcompany-registration-online) company is 3. If at any time during the company’s existence, the
number of directors reduces from the specified limit, the company has to mandatorily appoint a
new director within 6 months.

Assign operational responsibility without dilution ownership – Directors are responsible for
managing day to day operations. Appointment of new director is made through consent of
shareholders. Shareholders assign the operational responsibilities to directors by keeping strategic
control in their hands. The ownership and the voting rights of existing shareholders does not dilute
in case of appointment of a new director.

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees

Add Partners Or Designated Partners To LLP

LLP is run by its partners. LLP is a type of business entity that offers advantages of both company and a
partnership firm. In the case of LLP, partner enjoys the benefit of limited liability and a separate legal entity.
There are many reasons to add a new partner in LLP such as death of the existing partner, partner fired from
the company due to negligence or misconduct in work etc. New partners leave the organization but it does not affect the status of LLP but it surely impacts the business as well as the responsibilities of other partners. The changes are made in the partners and their details after getting the approval from (MCA)

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees

Know About Company Name Change

There are many reasons to change a company name, and some of them are rebranding, business model
change, change of promoters etc. To change a company name, you need approval from shareholders along
with approval from the ministry of corporate affairs (MCA) (http://www.mca.gov.in/). There is no impact of
the name change on the legal entity or the existence of a company. Therefore, In this case, a change in the
name of the company does not affect the assets & liabilities of a company, but you need to take approval for the name change from the ministry of corporate affairs. If the application is accepted, a new certificate of
incorporation will be issued by the MCA to the company. After getting the certificate, it is mandatory to make changes in the MOA & AOA of the company too.

Documents Required To Change In Name Of The Company

 Apply for checking the name availability
 Form INC-1
 Applying to registrar
 Special resolution with ROC
 MGT-14 – Documents include notice of extraordinary general meeting (EGM), explanatory
statement to EGM, certified copy of the special resolution, Altered Memorandum of association
(MOA), Altered Articles of association (AOA).
 Taking approval from the central government
 INC-24 with ROC
 Copy of extra-ordinary general meeting (EGM)

Company Share Transfer In Private Limited
Company
Share transfer is a process by which we can transfer the existing shares from one person to another person
either by sale or gift or generally to introduce a new shareholder. If a company is having enough shares, it is
very easy to transfer shares in a limited company after the incorporation.

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees

Increase Authorized Share Capital Of The Company

Authorized capital of a company comprises of number of shares a company can issue to its shareholders.
Increase in authorized capital is very necessary for issuing new shares and investing more & more capital
into the company. The starting capital of the company is usually Rs.1 lakh and it is clearly mentioned in the
memorandum of association of the company. Shareholders’ approval is needed in case company wants to
increase its authorized capital. A company can raise its authorized capital anytime with approval of
shareholders & paying additional fee to the registrar of companies (ROC). A resolution must be passed by the board of directors to start the process of increase in authorized capital as well as for making necessary
changes to the MOA & AOA of the company. It is one of the most critical decisions of the company that what would be the share capital and how can we increase the authorized share capital.

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees

Memorandum Of Association Amendment

Memorandum of association is the document which contains all the fundamental information of the
company. MOA is filed with the ROC at the time of incorporation of a company. There can be various reasons for amendment or alterations in Memorandum of association and they are as follows-

1 Change name in the company
2 Change in the registered office from one state to another.
3 Change in object clause
4 Change in capital clause
5 Change in liability of the members of the company


What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees

Remove A Director From The Company

A director is removed in the following 3 situations –

1 Director himself gives the resignation
2 Director removed by passing an ordinary resolution
3 Director does not attend three board meetings in a row.

Firstly, a company holds a meeting of board of directors by giving 7 days of clear notice.
In the second step, they decide in the board meeting that whether to accept the resignation or
not.

If board accepts the resignation of the director, they will pass the resolution accepting the
resignation in the third step.

After passing the resolution, outgoing director has to mandatorily fill form DIR-11 along with the
following documents mentioned below –

Board resolution

Copy of Resignation letter

Proof of delivery of the resignation letter After filing of form DIR-11 by the outgoing directors, company has to mandatorily fill DIR-12 and submits it to registrar of companies along with the following two documents –

Resignation letter

Board resolution

After submitting of all the forms, the name of the director will be removed from the website of ministry of corporate affairs

Director removed by passing an ordinary resolution A company has the full power to remove a
director anytime by just passing an ordinary resolution in case the director was not appointed by the
central government or Tribunal. The process for the same is given below -

Firstly, a company holds a board meeting giving 7 days’ notice to all the directors to inform them
about the removal of director.

When the board meeting held, two more resolutions are passed subject to the approval of the
shareholders.

Resolution of holding an extra ordinary annual general meeting (AGM)

Resolution of removal of the director Annual general meeting will be held by giving 21 days’ notice. In this meeting, members are asked to vote in relation to this matter. If majority of members is in the favour of the decision, the resolution will be passed.

Before passing the resolution, one chance is given to the director to defend himself.

After passing the resolution, form DIR - 11 & DIR – 12 will be submitted along with the board
resolution, ordinary resolution.

After submitting all the forms, the name of the director will be removed from MCA website
(http://www.mca.gov.in/).

Director does not attend 3 meetings in a row As per section 167 of the companies act, 2013, if a
director remains absent from the board meetings for 12 months even after giving due notices for all
the meetings, it will be considered that the director has vacated the office and company has to fill
form DIR – 12 & his name will be removed from the master data of the company on ministry of
corporate website.

What Is Included In Our Package?

Eligibility Consultation
Document Preparation
Application Drafting
Government Fees