COMPANY

Formation / Continuation / Dissolution / Restructuring.
  • COMPANIES AFFAIRS COMPLIANCE :
    • MCA regulates corporate affairs in India through the Companies Act, 1956, 2013 and other allied Acts, Bills and Rules.
    • MCA also protects investors and offers many important services to stakeholders
  • Alteration of articles of association of the company under the companies act, 2013
    • e-Form MGT-14 : Alteration of Articles of the Company
    • Drafting the notice, agenda and send across the same to the Company along with attendance sheet for the Board meeting.
    • Pass resolution(s) to alter the articles of association of the Company
    • Approve notice to convene general meeting
  • Appointment of additional director
    • E-Form DIR -3: Application for allotment of Director Identification Number
    • E-Form DIR -12 : Appointment of additional director
    • E-Form MGT-14: Appointment of a personnel of one level below Key Management Personnel and take note of disclosure of director’s interest and shareholding
  • Alteration of objects of the company
    • E-Form MGT-14: Alteration of Objects of the Company
    • Pass resolution(s) to alter the objects of the Company, subject to the approval of shareholders
    • Approve notice to convene general meeting
    • To circulate the signed notice along with explanatory statement to all directors, members and statutory auditor(s)
    • Pass Special resolution(s) approving the alteration of objects proposed in the meeting
  • Rights issue of shares under the companies act, 2013
    • Pre-requisite documents for rights issue in consultation with Company such as Rights Issue offer letter, renouncement letter, non-acceptance letter and Application form etc.
    • To arrange for signature on notice and  agenda and circulate notice and agenda to all directors. Notice and agenda papers should be circulated to all the directors either through hand delivery or email or same may be posted to directors’ address at least 7 days’ prior to meeting unless in case of shorter notice.
    • In case of Board meeting held via video conference (VC), VC arrangements as prescribed in the Act should be made by the company well in advance to the meeting.
      • Pass resolution(s) toapprove allotment of shares and authorise issue of share certificate to the shareholders.
  • Increase in authorised share capital
    • e-Form SH 7- Increase in Authorized  share capital
    • e-Form MGT 14- Special resolution, if applicable,
    • Pass resolution to increase the authorised share capital subject to the approval of shareholders and approve the notice of general meeting
  • Resignation of director
    • e-Form DIR 12 (to be filed by company)
    • e-Form DIR 11 (to be filed by resigning director)
    • Company to acknowledge the receipt of resignation letter and handover copy of the acknowledgement to resigning director. In case of resignation sent via email, then the Company to reply acknowledging the same.
    • Pass resolution for taking note of the resignation.
    • Director resigning from the office needs to intimate all other body corporate(s) of his cessation by issuing updated disclosure of interest at the first Board meeting held after cessation for respective Body corporate
  • Issue of bonus shares
    • e-Form PAS 3- Board resolution allotment of shares
    • e-Form MGT 14- Board resolution for issue of Bonus shares
    • Drafting e-Form MGT 14 and a certified true copy of the resolution for Roc filing
  • Change of name of the company
    • INC 1, MGT 14 and INC 24
    • Draft the notice, agenda  and send across the same to company along with attendance sheet for the Board meeting
    • Pass the resolution to adopt new name of the Company
    • To alter the name clause in the Memorandum of Association (MoA)
    • To alter the Articles of Association (AoA)
    • To approve the notice convening Extraordinary General Meeting
  • Issue of compulsory convertible preference shares “ccps”/ compulsory convertible debentures “ccd” on preferential basis by a private company
    • To obtain valuation report from a chartered accountant having minimum 10 years of experience in practice/SEBI registered merchant banker indicating the fair value of equity share.
    • Pass resolution to approve the issue of securities.
    • Pass resolution to authorise any director of the Company to make an application with scheduled bank and execute all such papers as may be required for the purpose of opening bank account, if dormant account is not available
    • Duly filled e-Form PAS 3, certified true copy of the resolutions and list of allottee(s) for the Roc filing.
  • Appointment of director in general meeting
    • e-Form DIR -3: Application for allotment of Director Identification Number
    • e-Form DIR -12 : Appointment of additional director
    • e-Form MGT-14: Appointment of personnel of one level below Key Management Personnel
    • To provide the DIN questionnaire and list of documentary proof(s) required to obtain the DIN for the prospective Director and file requisite e-form to obtain DIN for the director
    • Director appointed in the Board meeting shall intimate all other body corporate of his appointment by issuing updated disclosure of interest at the first Board meeting held after appointment for respective Body corporate
  • LIMITED LIABILITY PARTNERSHIP FIRMS:
      • LLP company starting from its incorporation to its closure is regulated by the LLP Act 2012. LLP company may also have a LLP agreement as by law in order to regulate its internal matters. If no LLP agreement signed and registered, the provisions in the LLP Act 2012 is applicable to regulate the same matters.
      • LLP is a limited liability company. Its liability limited to the extend of partners capital contributed to the company only. In other means, partner is no longer liable to contribute to the asset of the company in the event of company insolvency.
      • LLP company has a separate legal entity like a human being. They can borrow, buy, rent, enter into contracts, sue, be sued, own property and real estate are all using its name without involving its partner names.
    • Closure of LLP
      • In case the Limited Liability Partnership (LLP) wants to close down its business or where it is not carrying on any business operations for the period of one year or more, , it can make an application to the Registrar of Companies for declaring the company as defunct and removing the name of the LLP from its register of LLP’s.
      • 1. An application is required to be made in e-Form 24 to the Registrar of Companies for Striking off the name of the LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2008 with the consent of all partners.
      • 2. The Registrar shall publish a notice on its website as to the content of the application for a period of one month for the notice of the general public.
      • 3. Application submitted to be supported by Indemnity Bonds to indemnify any person legally claiming after the LLP to be strike off and duly sworn Affidavits declaring all the information provided and statements given to be true, from all partners.
      • 4. Application filed also to be supported by approvals or No Objection Certificates from concerned Regulatory Authorities with which the LLP is registered. For eg. LLP engaged in or registered with RBI for Banking Business has to obtain NOC from RBI before winding up of its affairs.
      • 5. The Registrar, where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient provision has been made for the realization of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership
      • 6. On the expiry of period of one month, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

 

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