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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

πŸ“… Filing Deadline

Within 30 days of special resolution

πŸ“‹ Forms Filed

MGT-14 + INC-24

βœ… Approval Required

MCA / Regional Director

πŸ“„ 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

πŸ‘€ Appointment of new director

DIR-12

30 days

πŸ‘€ Resignation of director

DIR-12 + DIR-11

30 days

πŸ‘€ Removal of director

DIR-12 + Special Resolution

30 days

πŸ‘€ Change in designation

DIR-12

30 days

πŸ”‘ DIN application for new director

DIR-3

Before appointment

πŸ“‹ 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

πŸ’‘ 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.

⚠️ 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

πŸ”„ First auditor appointment

ADT-1

Within 15 days of AGM

πŸ”„ Subsequent appointment / ratification

ADT-1

Within 15 days of AGM

πŸ”„ Casual vacancy β€” Board appointed

ADT-1

Within 30 days

πŸ”„ Auditor resignation

ADT-3 (by auditor)

Within 30 days

πŸ”„ Removal before term ends

ADT-2 + Special Resolution + CG approval

Before removal

Key Rules You Must Know

Rule

Detail

πŸ“… Mandatory Rotation

Individual auditor β€” max 5 years; Audit firm β€” max 10 years (for certain companies)

❄️ Cooling-Off Period

Outgoing auditor cannot be reappointed for 5 years after completing maximum term

🚫 Removal Mid-Term

Requires Central Government approval via ADT-2 β€” not a simple board decision

βœ… Auditor Consent

Written consent + eligibility certificate mandatory before every appointment

πŸ“‹ 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

⚠️ 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.

πŸ’‘ 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

🏠 Within the same city / town / village

Board Resolution only

INC-22

πŸ™οΈ Within same RoC β€” different city

Board + Special Resolution

MGT-14 + INC-22

πŸ—ΊοΈ Within same state β€” different RoC

Board + Special Resolution + RD approval

MGT-14 + INC-23 + INC-22

🌍 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.

πŸ’‘ 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

βœ… Mandatory

Loans from shareholders

βœ… Mandatory

Bank loans / CC / overdraft

βœ… Mandatory

Inter-company loans

βœ… Mandatory

Security deposits received

βœ… Mandatory

Customer advances

βœ… Mandatory

Public deposits accepted

βœ… Mandatory

Government / Banking / NBFC

❌ Exempt

Zero outstanding borrowings

Not required

Two Types of DPT-3

Type

Purpose

Due Date

πŸ“… Annual Return

All outstanding amounts as on 31st March

30th June every year

πŸ”” One-Time Return

Amounts from April 2014 – 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

πŸ“… Due Date

30th June every year

πŸ“Š Reporting Period

As on 31st March

πŸ–ŠοΈ Certification

Chartered Accountant mandatory

πŸ“„ Attachment

Auditor's certificate mandatory

Director Loans β€” The Most Missed Area

Situation

DPT-3 Treatment

Director gives loan to company

βœ… Reportable

Director's relative gives loan

βœ… Reportable

Loan with board resolution

βœ… Still reportable

Loan repaid before 31st March

❌ Not reportable

Partially outstanding on 31st March

βœ… Report outstanding balance

⚠️ 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

⚠️ Penalties for Non-Compliance

Violation

Penalty

Company default

β‚Ή1 crore – β‚Ή10 crore

Officer in default

β‚Ή25 lakhs – β‚Ή2 crore + imprisonment

Late filing

Escalating daily fees

False information

Prosecution under Companies Act

⚠️ A β‚Ή10 lakh unreported director loan can trigger a β‚Ή25 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. 🏷️ 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. πŸ“ 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. 🎯 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

πŸ’‘ 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. βš–οΈ Liability Clause

Change the nature of members' liability.

  • Rarely amended β€” requires special resolution

  • Forms: MGT-14

  • Deadline: 30 days from special resolution

5. πŸ’° Capital Clause

Increase or restructure authorized share capital.

  • Board Resolution + shareholder ordinary / special resolution

  • Forms: MGT-14 + SH-7

  • Deadline: 30 days from resolution

πŸ’‘ 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

πŸ—³οΈ Voting rights restructuring

Investor requirements β€” weighted voting, veto rights

πŸ“ˆ Share transfer restrictions

Protecting promoter control β€” right of first refusal

πŸ’Ό Board composition rules

Investor-nominated directors, independent directors

πŸ’° Dividend distribution rules

Preference dividend rights, distribution waterfall

πŸ”’ Anti-dilution provisions

Protecting early investors from dilution

πŸšͺ Exit rights

Drag-along, tag-along, put / call options

πŸ“‹ Quorum requirements

Meeting and decision-making thresholds

🏦 Borrowing powers

Enhancing or restricting board's borrowing authority

πŸ”„ Conversion rights

CCPS / CCD conversion mechanics

πŸ“œ 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

πŸ’‘ 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

πŸ“… Filing Deadline

30 days from resolution

30 days from resolution

πŸ“‹ Primary Form

MGT-14

MGT-14

βœ… Approval Required

MCA / RD (for certain clauses)

None β€” filing sufficient

πŸ—³οΈ Resolution Type

Special Resolution

Special Resolution

πŸ“„ Additional Forms

INC-24 / SH-7 / INC-23 (as applicable)

None in most cases

Situations That Trigger MOA / AOA Amendments

Business Event

Amendment Required

πŸš€ Entering a new business vertical

Objects clause β€” MOA

🏷️ Rebranding the company

Name clause β€” MOA

πŸ’Ό Raising venture / PE investment

AOA β€” investor rights, board seats, anti-dilution

πŸ“ˆ Issuing new class of shares

Capital clause β€” MOA + AOA

🏒 Moving to another state

Situation clause β€” MOA

🀝 Joint venture formation

AOA β€” governance, voting, exit rights

🏦 Enhanced borrowing requirements

AOA β€” borrowing powers

🌍 Starting export / import operations

Objects clause β€” MOA

πŸ”„ 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 (< β‚Ή50,000), 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

  1. Check Eligibility: We review your books.

  2. Prepare Docs: Board resolution + auditor certificate (if applicable).

  3. File Online: Via MCA portal (β‚Ή10,000 fee).

  4. 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.