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Section 12 of the Companies Act of 2013 states that all businesses, including LLPs, must have a registered office at the time or within 30 days of registration.
The primary place of business for a corporation or LLP is its registered office address.
The Ministry of Corporate Affairs (MCA) sends formal letters to that location. Therefore, the RoC or MCA must be notified of any change in registered office's address.
A business may have several locations, including a corporate office, a branch office, an administrative office, and much more.
However, the MCA should only be informed of the registered office address. There is no requirement to notify the RoC or MCA about the formation or modification of the address of the company's additional offices.
As per the rules and regulations it is crucial to file Form INC-22 along with the required fees when you alter the office address
The papers and the process for confirming them are described in Section 12's subparagraph (2).
All the required paperwork along with Form INC-22 has to be filed every time the registered office alters its business address. All the list of documents has to be verified by the registered office.
The following documents have to be submitted without fail.
Property transfer deed
Lease deed
Rental documents
All these documents should be in the name of the company itself
The total amount of rent receipt should not exceed one month
If the property is owned by the director or another person, the company should submit evidence including a Non-Objection Certificate (NOC) to the registered authorities.
In all of the aforesaid circumstances, papers of the utility should be documented. The address that serves as the company's registered address must also be included in the bill along with the firm name.
2 months is the major period provided for filing and should not be crossed. Gas, electricity,phone bills, board resolutions and special resolutions must be adopted.
The board members should pass a resolution to permit the director's authorisation to move the company to a property owned by the director.
All the paperwork should be submitted along with Form INC-22. Subsequently, the MCA will initiate the change in registered office of company.
A company needs to change company address in all the required places.The PAN, TAN, and bank accounts, along with all other registrations, licenses, and changes to each MOA should all be updated with the new address.
Under different circumstances, an organisation can decide to change its functioning address.
However, in this situation, it is mandatory to follow a proper procedure.
The overall procedure to alter a company’s official address is clearly described by the Ministry of Corporate Affairs (MCA). It is crucial to follow the same procedure to avoid any penalties.
Address changes are broadly classified into four different types. The process for each type varies optimally.
Changing the registered office within the same city
Initially arrange a company board meeting and pass the resolution file Form INC-22 with the MCA within 30 days of passing the resolution provides business address proof and NOC from the owner.
Changing in registered office address in a different ROC in the same state
In this scenario the company should apply for approval with the regional director through Form INC-23. After passing the change resolution it has to be filed with the ROC within 60 days.
Change in address will be initiated within the next 30 days of filing the application.
Change of address in the same state in different ROC
Bigger states like Tamil Nadu and Maharashtra have different ROCs. There is a completely different procedure in this case.
Changing company address directly to another state
In this scenario, the MOA of the company completely changes.
Initially, a board meeting has to be initiated and the resolution should be passed
All the resolution regarding the change in address of the registered office has to be finalised in the MOA
Subsequently MGT-14 has to be filed with the MCA in the next 30 days
An advertisement should be published regarding the office change in both vernacular and English
language within 30 days before the date of application
Notice to all creditors and other partners should be passed down
The regional director should be intimated regarding the registered office change with the documents
In case of an objection a central government hearing is provided
All the necessary orders will be passed
All the necessary orders will be passed
After getting confirmation from the regional director the ROC will update the address within 30 days from the date of the order
Form INC-22 has to be filled with the ROC along with the mandatory documents.
Compliances for changing a company's registered office outside of city limits but under the jurisdiction of another ROC within the same state are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling for an EGM | At the EGM, the company must pass a special resolution | Within 30 days of the resolution's passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office
All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This notification should be made within 21 days of receiving the notice
Following the publication of the notice, the company may apply to the Regional Director using form INC-23.
Filings at the ROC
If the Regional Director is satisfied, he will issue confirmation within 30 days of the application's receipt
Within 60 days, the Company must file such confirmation with ROC
Within 30 days, ROC will also issue a confirmation for the change of office
The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
Compliances for changing a company's registered office from one state to another are as follows:
Passing Resolution
The Board of Directors should adopt a resolution calling an EGM | For the change of registered office and modification of the Memorandum of Association, the company must pass a special resolution at the EGM | Within 30 days of the resolution's passage, the special resolution will be submitted to ROC along with MGT-14.
Application to Regional Director
At least one month before applying for Regional Director, the company should publish a public notice in the newspaper about the change of registered office | All debenture holders, creditors, and depositors should be individually notified by the company. So that if their rights are violated, they can notify the Regional Director. This information should be provided within 21 days of receiving notice | The company can submit an application to the Regional Director using form INC-23 | If the Central Government is satisfied, it will issue confirmation within 60 days of the application's receipt.
Filings at the ROC
Within 60 days, the company should file confirmation from the Regional Director with ROC using form INC-22
The Central Government's approval should be filed with the ROCs of both states using form INC-28
The ROC will also send a confirmation of the change of office.
The order from the ROC will serve as confirmation that all of the provisions of the act have been followed.
There are four main types of capital in a company:
Equity capital: This is the money that is invested in the company by the shareholders.
It is the most important type of capital for a company, as it provides the company with
the funds it needs to operate and grow
Debt capital: This is the money that the
company borrows from lenders, such as banks. Debt capital is usually repaid with
interest over a period of time.
Working capital: This is the money that is
used to finance the day-to-day operations of the company, such as paying for wages,
rent, and supplies. A combination of equity capital and debt capital usually funds
working capital.
Trading capital: This is the money that is
used to buy and sell goods or services. Trading capital is usually funded by debt
capital.
The amount of each type of capital that a company needs will vary depending on the size
and stage of the company. For example, a startup company will typically need more equity
capital than a mature company.
The following are some of the key differences
between the four types of capital:
Equity capital: Equity capital is a
permanent source of financing for a company. It does not have to be repaid, and the
shareholders do not have to pay interest on it. However, the shareholders are the last
to get their money back if the company goes bankrupt.
Debt capital: Debt capital is a temporary
source of financing for a company. It has to be repaid, and the lenders charge interest
on it. However, the lenders have a lower priority than the shareholders if the company
goes bankrupt.
Working capital: Working capital is a
revolving source of financing for a company. It is used to finance the day-to-day
operations of the company, and it is constantly being replenished.
Trading capital: Trading capital is a
revolving source of financing for a company. It is used to buy and sell goods or
services, and it is constantly being replenished.
A company's capital structure is the mix of
equity capital, debt capital, working capital, and trading capital that the company uses
to finance its operations. The capital structure of a company will vary depending on the
company's financial situation, its risk appetite, and its strategic goals.
The registered office address is important for a company or business entity as it serves as the official address of the company where all the official communications and legal notices are sent by the government authorities, regulatory bodies, and other stakeholders.
It is also the address where the company keeps its statutory records, such as books of accounts, registers, and other important documents. Moreover, the registered office address is used for the purpose of determining the jurisdiction of the company and for the service of legal process.
Thus, having a valid and updated registered office address is crucial for the smooth functioning and compliance of a company.
In the case of a private limited company, the procedure for increasing the authorised
share capital is According to Section 61 of the Companies Act of 2013, a limited company
with a share capital may change the capital clause in its Memorandum of Association
(MoA) by making an ordinary resolution in a general meeting, provided that its Articles
of Association (AoA) grant the firm permission to do so. Within 30 days, a notice of
alteration must be submitted in Form No. SH-7 to the ROC.
Only when specifically permitted by its
articles of association and following member approval by a regular resolution passed at
an extraordinary general meeting of the business is a corporation permitted to expand
its authorised share capital.
Check the Articles of Association: The first step in increasing authorised share capital
of a company is to check the AOA. It will outline the process for increasing the
authorised share capital, including any limitations or restrictions that may apply.
Convene a Board Meeting: The proposal to raise the increase authorised share must be
discussed and approved by the company's board of directors, who must call a meeting. To
raise the authorised share capital, the board must adopt a resolution outlining the
increase's dollar value.
Call for an Extraordinary General Meeting (EGM): Once the board has approved the
increase in authorised share capital, the company must call for an Extraordinary General
Meeting (EGM) of the shareholders. All shareholders must receive notice of the EGM at
least 21 days prior to the meeting.
Pass a Special Resolution: At the EGM, the shareholders must pass a special resolution
to approve the increase in authorised share capital. A special resolution needs the
support of at least 75% of shareholders in order to pass.
File the Resolution with the Registrar of Companies: After the special resolution has
been passed, the company must file the resolution with the registrar of companies within
30 days. A certificate of registration of the resolution will thereafter be issued by
the registrar of companies.
Issue New Shares: Once the share capital increased, the company can issue new shares to
its shareholders. The company must follow the process outlined in the articles of
association for issuing new shares, including any restrictions or limitations that may
apply.
Below are the steps on procedure for increase in authorised share capital
Step 1: Board Resolution Prior to deciding whether or not to increase the authorised share capital, the company must first hold a board meeting to review and discuss the authority provided under the company's articles of association (AOA). If not, amend the AOA and hold a general meeting to discuss raising the authorised capital.
Step 2: Ordinary Resolution for an Increase in Authorised Capital The Company will hold a general meeting of the members and adopt a regular resolution for an increase in the company's authorised capital and any necessary amendments to the memorandum of association at said meeting.
Step 3: Submitting the Required Paperwork Following the passage of the Ordinary Resolution increasing the business's authorised capital, the company will file Forms MGT-14 for filing resolutions and Form
Step 4: The ROC approval The Registrar of Companies will process the forms and approve the increase in authorised capital after receiving the Forms of Increase in Authorised Share Capital of the Company and verifying that it is pleased with the forms filed and compliance made. The company's master data will be updated on the MCA portal as soon as the form has been approved.
Verify whether the company's AOA has given the go-ahead to increase the authorised
capital. If AOA is not permitted, a Special Resolution must be passed in order to change
AOA
Hold a board meeting to establish the day, date, time, and location of the extraordinary
general meeting as well as to enhance the company's authorised capital. Give notice of
the meeting's day, date, time, location, and agenda to each member/shareholder,
director, and auditor of the company
Convene, hold, and conduct the EGM at the time and location stated, and adopt a
resolution to seek shareholder approval. If applicable, submit the required form within
the timeframe
Change the company's Memorandum of Association to increase the permitted share capital
If the shareholders' resolution is approved, you have 30 days to file form SH-7 with the
Registrar of Companies. Additionally, if the resolution is passed as a Special
Resolution, form MGT-14 must be filed within 30 days after the resolution's passage.
What can be the reasons for increase in authorised share capital of the company? There
could be various reasons for a company needing to increase the authorised capital. Let
us see a few:
The need for enormous funds
Financing the company's new projects
Merger of two enterprises and their cash infusion as part of an arrangement strategy
Additional share capital issuance
Debt is converted to equity capital.
To fulfil the legal requirements
As per the Companies Act, 2013, an increase in authorised share capital requires a
special resolution passed by the shareholders of the company.
A special resolution is a resolution that is passed by at least 3/4th majority of the
shareholders present and voting at a general meeting of the company.
However, the AOA of the company may prescribe a higher majority or additional
requirements for passing a special resolution. Hence, it is important to review the
company's AOA before passing a resolution to increase authorised share capital.
The rules for increasing authorised share capital of a company are as follows:
Check the Articles of Association (AOA): Before increasing authorised share capital, the company should review its AOA to ensure that the procedure and requirements for passing a special resolution are met
Conduct a Board Meeting: The board of directors of the company should convene a meeting to approve the proposal to increase authorised share capital
Pass a Special Resolution: The shareholders of the company should pass a special resolution approving the increase in authorised share capital. The resolution should be filed with the Registrar of Companies (ROC) within 30 days of its passing
Obtain Approval from ROC: The company should file the necessary documents with the ROC, including the special resolution and a copy of the altered AOA to obtain approval for the increase in authorised share capital
Issue New Shares: Once the increase in authorised share capital is approved, the company can issue new shares to raise additional funds.
The maximum number of shares that a corporation is permitted to issue to its shareholders is known as the authorised share capital.
The MOA contains a reference to the authorised share capital, which is decided upon when the company is incorporated.
The authorised share capital can be determined based on various factors such as the company's future growth plans, capital requirements, and financial projections. x
The company's promoters and directors decide the authorised share capital based on their estimation of the company's future capital needs.
Subsequently the authorised share capital may be raised by passing a special resolution and submitting the required paperwork to the ROC.
The corporation can now issue more shares to its shareholders in order to raise more money thanks to the increase in authorised share capital.
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