Corporate Changes & Appointments
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Company Name Change
A new name. The same deadline pressure.
Changing your company's name is more than a rebrand β it's a multi-step legal process involving shareholder approval, MCA clearance, and a fresh Certificate of Incorporation.
How It Works
Board Resolution approving the name change
Special Resolution passed by shareholders
Name availability check β MCA guidelines compliance
Filing Form MGT-14 (special resolution) + Form INC-24 (name change application)
Regional Director approval (where applicable)
Fresh Certificate of Incorporation issued with new name
Update PAN, TAN, GST, bank accounts, and contracts
Key Facts
Parameter | Detail |
π Filing Deadline | Within 30 days of special resolution |
π Forms Filed | MGT-14 + INC-24 |
β Approval Required | MCA / Regional Director |
π Outcome | Fresh COI with new name |
Appointment & Change of Directors
The right people leading your company β properly recorded.
Director changes are among the most common β and most time-sensitive β corporate events. Whether you're appointing a new director, accepting a resignation, or removing one, every change must be filed within 30 days. No exceptions.
Types of Director Changes We Handle
Change | Filing Required | Deadline |
π€ Appointment of new director | DIR-12 | 30 days |
π€ Resignation of director | DIR-12 + DIR-11 | 30 days |
π€ Removal of director | DIR-12 + Special Resolution | 30 days |
π€ Change in designation | DIR-12 | 30 days |
π DIN application for new director | DIR-3 | Before appointment |
π Change in director's personal details | DIR-6 | Within 30 days of change |
How It Works
Obtain DIN (Director Identification Number) for new director (if not already held)
Pass Board Resolution for appointment / acceptance of resignation
File Form DIR-12 with MCA within 30 days
Resigning director separately files Form DIR-11 (acknowledgement of resignation)
Update statutory registers β Register of Directors
π‘ A director's resignation is not complete until DIR-11 is filed by the resigning director AND DIR-12 is filed by the company. Missing either creates a compliance gap. We handle both.
β οΈ Disqualified directors cannot be appointed. We verify DIN status and disqualification records before every appointment β protecting your company from invalid appointments.
What We Do: DIN procurement β Board & shareholder resolutions β DIR-12 & DIR-11 filing β Register updates β MCA confirmation
Appointment & Change of Auditors
Your auditor is your financial gatekeeper. Appointing or changing one comes with strict rules.
Auditor appointments are governed by the Companies Act, 2013 β with mandatory rotation rules, cooling-off periods, and specific filing requirements. Getting it wrong exposes your company to regulatory risk.
Types of Auditor Changes We Handle
Event | Filing Required | Deadline |
π First auditor appointment | ADT-1 | Within 15 days of AGM |
π Subsequent appointment / ratification | ADT-1 | Within 15 days of AGM |
π Casual vacancy β Board appointed | ADT-1 | Within 30 days |
π Auditor resignation | ADT-3 (by auditor) | Within 30 days |
π Removal before term ends | ADT-2 + Special Resolution + CG approval | Before removal |
Key Rules You Must Know
Rule | Detail |
π Mandatory Rotation | Individual auditor β max 5 years; Audit firm β max 10 years (for certain companies) |
βοΈ Cooling-Off Period | Outgoing auditor cannot be reappointed for 5 years after completing maximum term |
π« Removal Mid-Term | Requires Central Government approval via ADT-2 β not a simple board decision |
β Auditor Consent | Written consent + eligibility certificate mandatory before every appointment |
π First Auditor | Appointed by Board within 30 days of incorporation; holds office till first AGM |
How It Works
Obtain written consent and eligibility certificate from incoming auditor
Pass Board / Shareholder Resolution as applicable
File Form ADT-1 with MCA within 15 days of AGM
Outgoing auditor files Form ADT-3 on resignation
Update statutory registers β Register of Auditors
β οΈ Removing an auditor before their term ends is one of the most complex corporate actions β requiring Central Government approval via Form ADT-2. It cannot be done by board or shareholder resolution alone. We assess your situation before any action is taken.
π‘ Auditor rotation is not optional for applicable companies. Non-compliance exposes both the company and the auditor to penalties. We track your auditor's term and alert you well in advance.
What We Do: Consent & eligibility check β Resolutions drafting β ADT-1 filing β ADT-3 coordination β Register updates β MCA confirmation
Registered Office β Establishment & Change
Your registered office is more than an address. It is your company's legal identity. Every notice, every government communication, every legal document is served at your registered office. Get it wrong β or change it without proper filing β and your company faces serious legal and regulatory consequences. We handle every aspect of registered office compliance β from first establishment to every change thereafter.
Types of Registered Office Changes
Not all address changes are equal under the Companies Act. The complexity of filing β and the approvals required β depend entirely on where you are moving.
Type of Change | Approvals Required | Filing |
π Within the same city / town / village | Board Resolution only | INC-22 |
ποΈ Within same RoC β different city | Board + Special Resolution | MGT-14 + INC-22 |
πΊοΈ Within same state β different RoC | Board + Special Resolution + RD approval | MGT-14 + INC-23 + INC-22 |
π From one state to another | Board + Special Resolution + RD approval + MoA amendment | MGT-14 + INC-23 + INC-22 |
DPT-3 β Return of Deposits & Outstanding Loans
DPT-3 β Return of Deposits & Outstanding Loans
Every company with outstanding loans must file it. Most don't know they have to. DPT-3 is one of the most misunderstood β and most penalized β annual filings under the Companies Act, 2013. We ensure yours is filed accurately and on time, every year.
What Is DPT-3?
A mandatory annual return filed with MCA under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 β disclosing all deposits accepted and all outstanding borrowings that are not deposits.
π‘ The critical insight: DPT-3 is not just for companies that accept public deposits. If your company has any outstanding loan from any source β director, bank, shareholder, or related party β you must file.
Who Must File?
Company Type | Obligation |
Loans from directors / relatives | β Mandatory |
Loans from shareholders | β Mandatory |
Bank loans / CC / overdraft | β Mandatory |
Inter-company loans | β Mandatory |
Security deposits received | β Mandatory |
Customer advances | β Mandatory |
Public deposits accepted | β Mandatory |
Government / Banking / NBFC | β Exempt |
Zero outstanding borrowings | Not required |
Two Types of DPT-3
Type | Purpose | Due Date |
π Annual Return | All outstanding amounts as on 31st March | 30th June every year |
π One-Time Return | Amounts from April 2014 β March 2019 | Past β compounding needed if missed |
What Must Be Reported?
Non-Deposit Amounts β Reportable Director loans Β· Relative loans Β· Shareholder loans Β· Bank borrowings Β· Inter-corporate loans Β· Security deposits Β· Customer advances Β· NCDs Β· Commercial paper
Actual Deposits β Also Reported Public deposits Β· Secured deposits Β· Unsecured deposits
Key Filing Details
Parameter | Detail |
π Due Date | 30th June every year |
π Reporting Period | As on 31st March |
ποΈ Certification | Chartered Accountant mandatory |
π Attachment | Auditor's certificate mandatory |
Director Loans β The Most Missed Area
Situation | DPT-3 Treatment |
Director gives loan to company | β Reportable |
Director's relative gives loan | β Reportable |
Loan with board resolution | β Still reportable |
Loan repaid before 31st March | β Not reportable |
Partially outstanding on 31st March | β Report outstanding balance |
β οΈ Director loans are not deposits β but they are still reportable. This is the most commonly missed gap in DPT-3 filings.
Common Errors That Attract Penalties
Not filing at all Β· Excluding director / bank loans Β· Wrong deposit classification Β· Missing auditor certificate Β· Incorrect outstanding amounts Β· Late filing without additional fee
β οΈ Penalties for Non-Compliance
Violation | Penalty |
Company default | βΉ1 crore β βΉ10 crore |
Officer in default | βΉ25 lakhs β βΉ2 crore + imprisonment |
Late filing | Escalating daily fees |
False information | Prosecution under Companies Act |
β οΈ A βΉ10 lakh unreported director loan can trigger a βΉ25 lakh personal penalty on the director. The math does not work in your favour.
MOA & AOA Amendments
MOA Amendments β What Can Be Changed?
Every clause of the MOA can be amended β but each requires a different level of approval.
1. π·οΈ Name Clause
Change your company's legal name.
Special Resolution + MCA name availability check
Regional Director approval (in certain cases)
Fresh Certificate of Incorporation issued
Forms: MGT-14 + INC-24
Deadline: 30 days from special resolution
2. π Situation Clause
Change of registered office β state to state.
Special Resolution + newspaper advertisement + creditor notice
Regional Director approval mandatory
Forms: MGT-14 + INC-23 + INC-22
Deadline: 30 days from special resolution
3. π― Objects Clause
Add, alter, or delete business activities.
Most commonly amended β as businesses pivot and diversify
Special Resolution by shareholders
Forms: MGT-14
Deadline: 30 days from special resolution
π‘ Objects clause amendment is the most frequent MOA change. As your business grows into new verticals β manufacturing, trading, services, exports β your objects must reflect current activities. Banks, investors, and regulators check this. Outdated objects can block loan approvals and contract execution.
4. βοΈ Liability Clause
Change the nature of members' liability.
Rarely amended β requires special resolution
Forms: MGT-14
Deadline: 30 days from special resolution
5. π° Capital Clause
Increase or restructure authorized share capital.
Board Resolution + shareholder ordinary / special resolution
Forms: MGT-14 + SH-7
Deadline: 30 days from resolution
π‘ Authorized capital must always be equal to or more than paid-up capital. Before issuing new shares, your authorized capital must be increased if needed. We check this before every share allotment.
AOA Amendments β What Can Be Changed?
The Articles of Association govern your company's internal workings. As your company grows, your AOA must keep pace.
Common AOA Amendments We Handle
Amendment | Why It's Needed |
π³οΈ Voting rights restructuring | Investor requirements β weighted voting, veto rights |
π Share transfer restrictions | Protecting promoter control β right of first refusal |
πΌ Board composition rules | Investor-nominated directors, independent directors |
π° Dividend distribution rules | Preference dividend rights, distribution waterfall |
π Anti-dilution provisions | Protecting early investors from dilution |
πͺ Exit rights | Drag-along, tag-along, put / call options |
π Quorum requirements | Meeting and decision-making thresholds |
π¦ Borrowing powers | Enhancing or restricting board's borrowing authority |
π Conversion rights | CCPS / CCD conversion mechanics |
π Indemnification clauses | Director and officer protection |
The Amendment Process
For MOA Amendment
Step | Action |
1 | Board Meeting β approve proposed amendment and convene EGM / AGM |
2 | Notice to shareholders β with explanatory statement |
3 | General Meeting β pass Special Resolution |
4 | File MGT-14 β within 30 days of resolution |
5 | File additional forms (INC-24 / SH-7 / INC-23) β as applicable |
6 | Receive MCA / RD approval (where required) |
7 | Updated MOA effective from date of approval |
For AOA Amendment
Step | Action |
1 | Board Meeting β approve proposed amendment and convene EGM / AGM |
2 | Notice to shareholders β with explanatory statement |
3 | General Meeting β pass Special Resolution |
4 | File MGT-14 β within 30 days of resolution |
5 | Updated AOA effective from date of filing |
π‘ AOA amendments are simpler than MOA amendments β no government approval required in most cases. A special resolution + MGT-14 filing is sufficient. Effective from the date of filing.
Key Filing Details
Parameter | MOA Amendment | AOA Amendment |
π Filing Deadline | 30 days from resolution | 30 days from resolution |
π Primary Form | MGT-14 | MGT-14 |
β Approval Required | MCA / RD (for certain clauses) | None β filing sufficient |
π³οΈ Resolution Type | Special Resolution | Special Resolution |
π Additional Forms | INC-24 / SH-7 / INC-23 (as applicable) | None in most cases |
Situations That Trigger MOA / AOA Amendments
Business Event | Amendment Required |
π Entering a new business vertical | Objects clause β MOA |
π·οΈ Rebranding the company | Name clause β MOA |
πΌ Raising venture / PE investment | AOA β investor rights, board seats, anti-dilution |
π Issuing new class of shares | Capital clause β MOA + AOA |
π’ Moving to another state | Situation clause β MOA |
π€ Joint venture formation | AOA β governance, voting, exit rights |
π¦ Enhanced borrowing requirements | AOA β borrowing powers |
π Starting export / import operations | Objects clause β MOA |
π Conversion of company type | MOA + AOA β comprehensive revision |
Dormant Status
Mark your Private Limited Company as inactive if it's not conducting business, has no significant transactions, and needs no annual filings. Saves costs on audits, filings, and penalties while keeping your company legally alive.
Eligibility:
Registered but no operations for 2+ years, OR
Minimal assets/liabilities (< βΉ50,000), no turnover.
Benefits:
Skip AGM, audits, annual returns.
No late fees or penalties.
Reactivate anytime with Form MSC-4.
How We File Form MSC-1 for You
Check Eligibility: We review your books.
Prepare Docs: Board resolution + auditor certificate (if applicable).
File Online: Via MCA portal (βΉ10,000 fee).
Get Approval: Receive Dormant Status Certificate in 3-7 days.
Timeline: Active in 7 days. Valid indefinitely until reactivation.
Required Documents
Document | Details |
Board Resolution | Approving dormant application. |
Auditor Certificate | Confirms no significant transactions. |
INC-20A (if applicable) | Commencement declaration proof. |
Latest Financials | Balance sheet (if any). |
DSC & DIN | For directors. |